Precious Daughters
by For the Kingdom
Summary: Miraciously, Rosie didn't die, and she and Doc Ock have a daughter. Ironically, Peter and Mary Jane marry and have a daughter. Each descendant possesses certain abilities. What will happen when they meet? UNDER CONSTRUCTION
1. Reunited

A/N: Dear reader, in case you haven't heard, I re-read some of my Spiderman stories last week and was appalled by their...well... terribleness. Given, I was six years younger, but still. I know several of you were fond of them and I thought it was a shame how poorly my tribute to Doc Ock and Spiderman did them justice. All that to say, I am revamping probably all of my Spiderman stories, but especially this one, _You've Been Rejected_, and _The Arms_. Changing as little as possible, but as much as necessary. If you read these before, please review and tell me how the new versions compare. So far in _Precious Daughters_, I have only fixed chapters 1-5 and 12. I am steadily revamping, though, so fear not! Anyway, enough of that. I hope you enjoy this revisit to our favorite tentacled physicist.

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**Chapter One: Reunited**

Doc Ock walked down the street in the dead of night. The actuators stomped around him, turning his footsteps into a five four meter waltz. When the tentacles' heads came up from the ground, their bright red beams pierced the darkness beneath flickering yellow street lamps. A very dangerous part of the city, if he remembered correctly. Yet, the longer he dwelled there, the less criminals – or people in general - he saw, which didn't bother him.

Since his tentacles had saved him from a watery death, he had been lying low, fighting the eternal pressure of the actuators to rebuild the fusion reactor.

A month later, he was tired of fighting.

Finding a suitable place for their next attempt was the first step.

Headlights flung Doc Ock's shadow against the potholed blacktop. The top right tentacle looked behind him and noted that it had pulled to the curb and stopped.

"He wouldn't dare approach us," Doc Ock assured his tentacles, looking over his shoulder briefly before continuing onward.

The car door opened and a woman with a nice figure slowly climbed out.

She called a name, but Doc Ock ignored her. "Is that you?" she called more loudly. "Otto?"

Doc Ock stopped, shocked. No one called him by that name anymore. He spun around, his tentacles at attention, gathering data and ready to strike. He approached the woman.

"What business do you have using my name?" he asked with a frown as he stopped ten feet away from her. "What on earth could you want with me?"

The woman peered at him, stepping forward a little. "Don't…don't you recognize me, Otto?"

"What do you want with me?" Doc Ock asked louder. He stepped closer, the heads of his tentacles snapping open. "Tell me!"

The woman jumped and then her eyes began to moisten. "Otto, it's me: it's Rosie."

Doc Ock, no… Otto. Otto peered into her eyes in stupefied disbelief. It couldn't be. He must have finally gone insane: the actuators had finally worn out his mind. He had feared this would happen. Well, if insanity included Rosie, it certainly was better than the sane world he was a citizen of currently.

_There really is a woman named Rosie standing before you,_ the tentacles told him, sensing his confusion.

Otto stepped back in shock, but then carefully stepped closer, still keeping his tentacles close by his head.

"Rosie?" he asked almost to himself. "My dead Rosie."

"Well, I'm not dead," she said with a growing smile. "As I'm sure you figured out, my mad genius."

Their joke. Their… joke. That's right. Rosie called him a mad genius, didn't she? His heart sped; it really was her!

"Rosie!" he exclaimed breathlessly, scooping her up and hugging her tightly. "You don't know how I missed you! The doctors told me you were dead! I...I saw you die! Or, I thought I did. But they lied. They all lied. But you… but you… oh Rosie."

Rosie kissed him rapidly. "I spent a lot of time in the hospital." Otto glanced at her throat, which was covered in terrible scars. He cringed with guilt. "But when I was released, I was told you had died." She paused when Otto held her to his lips with his hand on the back of her head. "No one would give me the particulars, so I found out on my own."

"Oh," Otto said loosening his hold on her and looking to the ground. "I see. I can explain. Or, well… I'll try. You probably won't want me when I do, but I have to tell you. I have to protect you."

She straightened his coat pensively. Oh, how he had missed that! "I have to protect you as well," she stated with calm fortitude.

Otto closed his eyes painfully and took his hands off her shoulders. "Rosie, I can't put you in danger. You know what I've become. Please. Keep your friends. Throw yourself into your writing. You don't deserve the life I have."

"I won't let you face this alone," she said. "And, I'm still living in our house. You can come home."

"I won't be safe there," he protested. "And I'll just cause problems for you."

"Then we'll move," she declared, grabbing his coat and looking desperately into his eyes. "As far away as necessary. We'll change our names. It will work, Otto."

Otto sighed and swallowed. "Say my name again, please."

Rosie smiled. "Otto," she repeated. "Otto. Otto."

Otto felt humanity pulse back into his cold, almost artificial shell each time she said it. His shoulders heaved with a short laugh and a smile spread his face. "You don't know how wonderful it is to hear my name from your lips again."

Rosie hugged him and he wrapped his large arms around her as he breathed in the scent of her hair. "And you don't know how good it feels to say it," she said, tears beginning to come.

"Aw, Rosie," he growled, unable to be angry with her. "You're making it very hard to take the high road."

"Otto," she said with all seriousness. "I'm on the high road. Please come with me. We can move out of the city if you'd like. We could move to Nebraska, even."

Otto wasn't convinced that her way was the best, but his heart ached more for his wife with each beat, and he found himself unable to resist. If things began going badly, he reasoned, if the actuators' influence became too much, he could separate from her.

"Nebraska may be a little drastic," he said with a smile. Rosie smiled back and he kissed her forehead, brushing her dark blond hair around her cheek. Rosie burst into tears and buried her head in his chest. Otto folded around her and tears welled in his eyes as well.

The actuators watched, curious.

Rosie sniffed and wiped her eyes on her sleeve with a silly laugh. Otto wiped his away, too. "Well, get your things together and we'll be off," she said, still trying to control her voice.

His things… right. What things? "Uh…" he grinned and shrugged. "Got them right here," he said, patting one of the tentacles.

"Oh." Rosie seemed upset at the state he was in. "Well, let's go home for tonight, and then tomorrow, we'll start looking for a new house in not-Nebraska."

Otto and Rosie walked together back to the car and Otto managed to shove himself into the passenger seat, barely able to shut the door. Rosie put the car into gear and they rolled towards their house.

"We'll have to get a bigger car, I think," she said pleasantly. Ah, Rosie: always shining. Otto reached for the hand in her lap and held it tight.

_You are smiling_, the tentacles observed. _Does this Rosie woman make you happy?_

"More than anything else in the world," Otto answered automatically.

"What?" Rosie asked.

Otto caught his mistake, tongue-tied. "I," he began awkwardly. "I don't really know how to say this, but I… I wasn't talking to you."

Rosie slowed the car and looked at her husband. "What do you mean?" she asked.

"Rosie, do you remember the inhibitor chip on my actuators?"

"The microchip keeping your mind above the artificial intelligence of the machine, yes," she replied carefully searching his eyes, stopping the car.

Otto chewed his lip, then hurriedly motioned forward with his hand. "There's no reason to stop the car now. Just… just keep going, Rosie."

Rosie let the car roll again. "What happened to it?"

Otto swallowed and cringed, willing the words not to come, yet knowing that they must. "It… burnt out."

Rosie gasped. "Did you replace it?"

"No."

She paused. "They didn't take over, though."

Otto shook his head, wishing he were not in the conversation. "The answer to that question is both yes and no. No, because I am still Otto. Right? I'm still Otto. But yes, because they… it's hard to explain."

"Do try." The car had come to a stop again. It was just as well. Maybe she would make him leave when she learned the truth. His heart would break, but he knew she would be safe at least.

"They are always in my head as voices. They know my thoughts and talk to me. And… and I reply. All they care about is successful fusion: a great mistake on my part. Well, successful fusion and me. I guess that's one good thing. But they can be very selfish and… destructive."

"I see," Rosie replied quietly.

Otto sighed in frustration at himself. "I knew this couldn't work," he said, struggling to unlock the door. "I'm way too dangerous now."

Rosie locked the doors again and put a loving hand to his face. "I'm not leaving you," she told him. "And I never will. Til death do us part, remember?"

"I just don't know, Rosie," he replied, deflated.

Rosie set her jaw firm. "Well I do." She stepped on the accelerator and soon the car pulled into the garage: their garage.

Rosie hopped out and stepped towards the door. Otto scraped out of the car and the bottom left tentacle closed the door.

_She is not useful,_ the tentacles warned.

"I need her," Otto replied with more firmness than necessary. What if they wanted her gone? He would not budge an inch with regards to Rosie.

_She will cause us trouble._

_She is a distraction._

_Listen to us._

"No, you listen to me," he hissed. "She is staying. And you will not interfere. You will not… interfere."

Rosie watched him from the doorstep with arms crossed tightly against the breeze. Otto stayed put, staring dumbly at his wife. He dreaded stepping forward and having her step back. If that happened…

"Come inside, Otto," she called softly over the front walk.

Otto came forward, assisted by his actuators. He never walked only on his own feet anymore: it hurt his back to carry four gigantic metal arms alone. Yet, he didn't want to scare Rosie with their aggressive metallic strikes against the ground, so he tried to tread lightly. Rosie opened the door, went inside and stood out of the way. Otto hesitated on the threshold, peering into the house faintly illuminated when Rosie switched on a table lamp.

She returned to the doorway with a smile and gently took one of his large, rough hands in both of hers, small and smooth. She wore a thin wooden bracelet and another tightly woven one. He let her lead him inside but stopped in the entryway once she withdrew her hand.

Otto scanned the cozy room, the sofa, the fireplace… his thoughts receding deeper into himself and leaving his face void of emotion. He knew everything by heart, but like a photograph he had memorized. He was stepping back into the prologue after two hundred brutal pages of madness. Otto didn't know if he remembered how to live in a house.

Rosie closed the door and took off her coat. "I'll make us some tea," she said, giving him a kiss before going into the kitchen.

Otto followed her absently, wondering if he weren't in a dream. Rosie was at the sink, filling up the tea kettle. The kitchen was just how he remembered it. She heard him approach and looked over her shoulder with a smile. She set the pot on the burner and turned up the heat.

"Why don't you take off your coat and gloves?" she offered, moving towards him and gripping the ragged collar.

She had gently pushed it off his shoulders before he began to help. The actuators condensed as well as they could and Otto struggled them back through the holes. Finally, his coat, practically a part of him now, was off and folded over the back of the chair. His tentacles expanded to their normal length. Otto pulled his gloves off as well and set them on the table.

"Have you had dinner?" Rosie asked suddenly.

Otto's eating schedule had gone so awry, he didn't try to distinguish meals anymore. He was sure he had eaten something that day, though it was probably more like lunch.

"I'm fine," he answered, kissing her.

"I know you, Otto," she chided. "'I'm fine' means 'no, but don't fuss.'" She walked to the refrigerator and took out lunchmeat, cheese and mayonnaise. "I haven't been able to make sure you're eating lately, but now I'm back." She pointed a butter knife at him. "So beware."

Otto laughed and shook his head, turning a table chair sideways and easing into it, careful not to crush it under the weight of the tentacles. "I have no hope of winning then, do I? Very well."

When the water reached a boil and the steel tea kettle alerted them with its piercing whistle, Rosie poured the scalding water into her favorite porcelain teapot, with a bag of chamomile and set it and tea cups on the table. She set the sandwich before Otto and sat across from him.

The sandwich was neatly cut diagonally and had lettuce, tomatoes, pickles, and every other good thing that accompanies meat and cheese. Otto picked up a half and took a bite. The flavor rushed across his tongue and his jaw tightened with the unfamiliar sensation. Rosie watched him chew with a grateful grin. But Otto swallowed it solemnly.

"I can't help thinking that you don't realize what you are getting yourself into," Otto told her quietly. "I'm a wanted man. I couldn't bear it if you got a criminal record because of me."

"I have five speeding tickets and four parking tickets," Rosie said, lightheartedly. "I already have a criminal record."

"I'm serious, Rosie," Otto said, sternly setting the sandwich back on the plate. "You and I both know that there is no way I could ever buy property, change my name… anything that requires filling out paperwork. No one could know I exist: we would have to pretend we aren't back together. Do you realize that? Do you realize how much covering you would have to do?"

Rosie quietly poured the tea.

"But the fact is, we are back together," she replied calmly. "And we can't separate again. So, either you come with me to the new house I am going to buy, or I go with you to wherever you've been living."

The latter was absolutely impossible, but the former didn't seem realistic either. Otto smoothed back his hair in distress. "Everything in me wants to say yes, but—"

Rosie put a finger to his mouth and kissed him between the eyes. "Then say yes."


	2. A Surprise

Chapter Two

The next morning, Otto and Rosie began searching for a house outside the district he had lately stained with his presence. They bought a large apartment overlooking Central Park. Technically, Rosie bought the apartment, since hers was the only name on the paperwork. Otto had gotten a better handle on his actuators, with Rosie being the voice of reason against their passionate ravings. He hadn't thought it was possible, but he found himself settling back into civilized life: back into regular meals, back to reading, back to dry clothes, a loving wife, and a warm bed. However, the police would not believe his transformation, Otto was sure, and he and Rosie agreed that to have any semblance of a normal life, Otto would have to drop off the map. No one could know where he was.

The sun came out after breakfast. A month since house-seeking began and two weeks after they had moved in, they were just about finished unpacking. Rosie had been feeling ill lately, so Otto sent her to the medical clinic with flowing assurances of "better safe than sorry" and "you know I'm a worrier; please do this for me," despite her protests that it was only a stomach flu and would pass. She had gone directly after breakfast.

Otto stood before a broad, chestnut bookshelf, lining scientific journals and romance novels side-by-side on the shallow shelves with the rapid help of his actuators. He smiled as he remembered when he and Rosie had chosen the bookshelf. Otto had offered a tall, practical bookshelf with artless lines: no lines at all, actually, except vertical and horizontal. But Rosie had quickly corrected him. "It must be dark wood," she had told him. "No oak or rosewood. It has to be distinguished and dramatic." He was still trying to learn what constituted "distinguished and dramatic."

Otto had been pondering what to do for work. He could not use his fame – if ever he had any, especially not now – to provide for himself and his wife. Rosie wouldn't make him work: he knew she wouldn't. And if he asked her, she would remind him to lie low, much more concerned with keeping him than the strain it would put on her. He would need to find something in science, since he knew little else, and something where correspondence was pretty confidential. Well, entirely confidential, but what employer would hire him with no knowledge at all?

Maybe he could write books on his theories, using a penname. Hm, that was a thought. And Rosie could help him with the publishing, or perhaps even publish it under her own name: after all, she had lived with him during his entire research and experimentation period. No one would question her when she seemed to know the subject so well.

"Then you could help," Otto told his actuators.

_Yes. A very good idea, _they replied gleefully.

_Very, very good!_

_ Let's start right now! _

_ We must repair the fusion reactor._

_ We must try again._

_ Rebuild._

_ Rebuild._

_ Rebuild._

Otto stopped stacking and pressed the palms of his hands into his ears, cringing. He couldn't rebuild. He couldn't. Not yet, at least. After he worked out the kinks, maybe. Writing down his theories and doing more research would be useful. However, he needed to be careful. With Rosie around, sometimes he forgot the tentacles' obsession with fusion. But it had obviously not dampened in the least. He couldn't afford to let his guard down even for an instant.

The front door opened and closed.

"I'm back, Otto," Rosie called, setting her purse on the table.

Otto walked around the corner and into the dining room-entryway complex, his tension melting away.

"Hi Rosie," he greeted with a smile. "What did the doctor say?"

Rosie made a strange face, her eyebrows lifting and she slowly removed her coat. "Well, I'm not sick. Not really."

Otto made a face. "What? You've lost your appetite and have been vomiting for days. How can that doctor possibly not find something? I'd suggest getting another opinion, Rosie, I really do. If a medical doctor can't recognize a pathogen when he sees one, then—"

Rosie stopped Otto's rant by gripping her husband's arms with the strangest smile he had ever seen contort her face: it was the purest, brightest joy mixed with absurd disbelief.

"Otto," she breathed, shaking her head with the same smile. "I'm pregnant."


	3. Maternity Ward

Chapter Three

Nine months later…

"Parker!" yelled an obnoxious man smoking on a cigar.

"Yes Mr. Jamerson?" Peter asked running into the small newspaper office overlooking the city. He held his camera in his hands ready to take a snapshot of whatever his boss ordered.

"I just got a call that Marylyn Mottelson, the wife of that globe-trekking humanitarian, is on her way to the hospital as we speak, ready to have their first child. I don't know how many other newspapers've gotten wind of it, so I want you to get over there and snag the first picture of the new baby and its happy parents. First, Parker. Not second, or third." Jamerson knocked the used up end of his cigar into his ashtray. "It's bound to be sensitive, touching or whatever, and the Bugle needs sensitivity. People like that kind of junk."

Peter frowned. "Last week you wouldn't take my pictures of the park because you said action is the kind of junk people like."

"Did anybody ask you? Huh?" Mr. Jamerson snapped.

"No."

"Then no one wants your opinion. Ok? Ok. Get outta here."

As Peter was on his way out, Jamerson spoke again. "Tastes change, kid. And it's the Bugle's job to flex."

Peter was fine with that. Especially if they were changing away from "villainous" Spiderman, but he wasn't naïve enough to hope for that. At least it didn't hinder his ability to help New York's citizens.

By the time he arrived at the hospital – delayed by a "disturbance" – the Mottelsons were already in the midst of labor in a secret room by themselves with the doctor and nurse. So Peter sat in the waiting room, his camera ready, eyeing the doors to make sure no photographers from other papers would get the jump on him. His leg bounced as he listened to the classic rock music playing softly through the ceiling speakers and studied the copies of Norman Rockwell paintings framed on the walls.

It felt weird sitting in the waiting room for someone else's wife, so he imagined he was waiting for Mary-Jane. They had just gotten married the week before and Peter was still drunk with love for the redheaded spitfire. He didn't imagine he would ever sober. While they dated, in the depths of two hour conversations after the waiter had long ago brought their check, Mary-Jane had confessed how she wanted to nurture children the way her father never did with her. As she elaborated, Peter had realized she was talking about children of her own… their own. A week after marriage was a little early to be thinking about such things, but Peter knew the topic would surface again sometime in the near future. Peter envisioned Mary-Jane coming through the white wooden door cuddling the new edition to their family and grinned broadly. He realized he wanted kids too.

The white door opened in a flurry. "I-I'm just stepping out for a moment," a frazzled man in a long, baggy coat called over his shoulder as he entered the waiting room.

He glanced at Peter; surprise flashed across his face and then was gone. He took a seat on the far side of the room where the cheerful light didn't reach. He wore his felt hat so low on his forehead that it covered his eyes, though something was terribly familiar about him. Peter picked the magazine on top of the stack by the lamp and opened it on his lap to provide a base for his eyes to return to if the stranger got suspicious.

The man bowed his head, fidgeting with a buttonhole and mumbling to himself. If Peter didn't know better, he would have thought the man was praying. Hey, maybe he was. Peter would probably be praying, too, when Mary-Jane's turn came. But the man's prayers were strange: amongst the smooth mumblings, they would spatter with hushed defiance and then drop back down. Very peculiar. The man patted his pockets and then glanced on the kids table beside him. Taking up a crayon and coloring book, he began scribbling madly.

Peter couldn't stand the curiosity, so stealthily he set the magazine he hadn't been reading back on the end table, stood up and walked casually towards the man, seeming to search for a more interesting magazine. The man glanced up at him with a frown and then curved the coloring book privately and continued his writing, but not before Peter had seen what was written across the black and white kittens playing with yarn: advanced mathematical and chemical equations, more letters than numbers, stretched the length of the page. The man turned to the next and continued writing. Bending over a table to rummage through magazines, Peter looked at the face hidden beneath the man's hat.

Doctor Octopus.

What the heck was Doc Ock doing in the maternity ward? The unfortunate doctor had slipped far beyond the noble man who had willingly sacrificed himself for the city. Peter hadn't seen him around lately: maybe that was a good sign. However, the few times he did run into Ock, the doctor seemed lost in his own head… a bad place to be, since his was ruled by his tentacles.

Peter sat innocently beside him and began reading the magazine he had chosen. Sitting in a maternity ward, quietly, by himself, was odd beyond reason, yet Peter couldn't reconcile that thought with the fact that if the tentacles were in charge, the doctor would be out building the fusion reactor again. Maybe this was a sign that Otto was returning, odd surroundings aside. Peter hoped he was right.

"I know it's you, Doctor Octavius," Peter said under his breath, eyeing the receptionist in the window on the other side of the room.

"So do I," the man replied. "I'm not doing anything, Parker, so leave me alone, will you?" He wrote the numbers with more ferocity.

"What are you working on?" Peter asked.

Peter saw a glimpse of the old Dr. Octavius, who had enjoyed Peter's questions. "Just a theory," he replied, stopping writing for a moment to read over the first page again. "But I'd rather not get into it. I can hardly concentrate as it is."

Peter paused for a moment, flipping through his own magazine, before he spoke again.

"Why are you here, of all places?" he asked.

The old Octavius was gone; Peter was no longer welcome. "It's none of your business," he replied harshly, looking up at Peter, though he wasn't looking at Peter so much as he was looking through him. He looked away quickly. "I'm not… in the best of conditions for patience, Parker. I'd suggest not testing us."

The white door opened again, this time to a medical doctor.

"Sir," she said passionately. "you should come in, now. Like, right now."

Octavius hopped up from his chair and hurried to the doctor, taking the coloring book with him.

"What's going on?" Peter asked, following him.

"Not today, Parker!" Octavius warned, slamming the door before Peter could slip through.

XXX

Otto followed the doctor quickly down the hall.

"Rosie is nearing the end of her contractions," the doctor explained as they reached Rosie's room.

Rosie was bathed in sweat, but managed a sweet smile at her husband.

"Did you miss me?" he asked softly.

"Very much so," she replied pleasantly, despite her obvious pain.

Otto hurried to her side and held her hand, sickened at having to watch his wife suffer. He squeezed her hand in both of his and massaged the back of it. His anxiety fed into the actuators.

_There is pain here,_ they noted, shuffling.

He told them sternly to quit moving, and they stopped. However, they were nearly as uncomfortable as Otto, feeling fear, stress, and danger, yet not knowing what was causing it or how to relieve it. They wanted to systematically destroy stimuli until the danger was removed. It was this heavy desire of theirs that had driven Otto into the waiting room to get a hold of himself. He couldn't duck out again.

_That doctor. Her voice. She is threatening._

No, she isn't. Trust me, will you? There is no danger.

_The ceiling lights,_ the tentacles reasoned. _Their frequency is bothering us._

_We must destroy them_.

No, Otto told them, frantically grasping for control. Rosie noticed.

"You're looking a little pale," she commented. Code: Actuator Battle. "I'll be alright if you need to go into the hall for a bit."

Otto massaged her hand with more intensity. "I'm alright, Rosie. I can… I can handle this."

_The nurse, that scratching of the pencil on her clipboard. It is irritating. Take it. You can even use your own hands. _

_A simple solution to a grave problem._

_Take it!_ they pleaded.

Otto found himself loosening his grip on Rosie's hand and floating ever so slightly towards the nurse. He caught himself and held Rosie's hand tighter.

"Please," Rosie said before another pang hit her. "Go and clear your head. I wouldn't want you fainting." Code: Tentacles on the Loose.

Otto nodded an apology to her. "You're right," he admitted and shuffled past the medical staff, past the nurse and the pencil, towards the doorway. "I'll be right outside the hall. I'm just all excited."

"I'll be here," Rosie assured him with a smile.

Otto was preoccupied as he hurried into the hallway and leaned against the wall.

"There is no danger," he hissed under his breath at his smart arms.

_You do not believe your own words._

_There is danger. We must alleviate the threat._

"The 'threat' cannot be alleviated the way you think," Otto explained.

He knew it was dangerous to be seen in public, even though Rosie was doing a good job of covering for him, saying he was a good friend from upstate. Rosie had pleaded with him not to come, appealing to his sense of reason. One slip up and all could be lost. Otto agreed with her, and yet he would not let her go to the hospital by herself to deliver their child. He could not.

_The threat remains._

_You are doing nothing about it, so we must. _

"Quiet, quiet," he hushed them. "Stay low. Do not attack. I'll handle it."

"Get ready to push," the doctor said.

"No," Otto heard Rosie gasp. "I need to wait for Michael." Michael was the name Rosie had introduced Otto the doctors as.

The nurse poked her head around the doorframe and Otto looked up.

"It's time," she announced and Otto all but ran into the room. He took his place by her side and held her hand tight.

"I'm here, Rosie," he said, his voice tight and uncomfortable.

The doctor instructed Rosie to push and she did, with a painful cry. Adrenaline pulsed through Otto and he rubbed her hand.

_You are in fight or flight mode._

_The Rosie woman is causing this distress,_ the tentacles concluded.

_We must remove this pain._

"No!" Otto demanded, out loud. The medical staff looked at him strangely, then went back to work. "No," he apologized. "I'm sorry. It's not… I was… It's… something else."

It was not a long labor, according to the doctor, though Otto had to retreat to the chair at the back of the room once or twice to reign in the actuators. Just when he feared he would have to escape to the hallway again, his daughter came into the world. Otto, feeling as exhausted as Rosie looked, stepped closer to his daughter and with the doctor's go ahead, clipped the umbilical cord. Long after the baby was wrapped tightly in a pink blanket with a soft hat on her precious little head and handed to Rosie, and the medical staff was gone, Otto stood over Rosie, gazing into their child's face with a wide, dreamy grin. He floated back to earth when he realized Rosie was laughing at him. He grabbed the chair in the corner, pulled it up to Rosie's bedside and sat down in it quickly, hearing it groan under his weight.

"Do you still want to name her Annabelle?" Otto asked his wife. She nodded.

"Yes," Rosie replied, stroking the sleeping baby's forehead with her finger. "I think it's perfect."

"Annabelle it is. Annabelle Rose," Otto said looking into the baby's bright brown eyes when they opened for a moment to look up at the strange man above her. She had his eyes.

"Look at her cute little nose," Rosie marveled, touching it gently. The then reached over and touched Otto's nose. "It looks just like yours."

"But her lips are yours," Otto replied happily. "Thank goodness."

"Oh Otto," Rosie chided peacefully. "you're too hard on yourself."

Otto stood and leaned carefully over Annabelle to tenderly brush his lips against Rosie's.

"I can see it now: Anna Octavius, greatest scientist in the United States!" Otto said passing his hand in front of him through the air.

"Or there is a bunch of other things that she could become," Rosie stated, eyes brimming with joy.

"Well, yes, of course! She could be anything she put her mind to!" Otto said reaching in and tickling Anna's stomach softly with his finger. He smiled warmly at the sleeping baby. "See, Rosie? Nothing happened," Otto said.

"You proved me wrong," Rosie admitted with a smile, but then sighed. "Still, I'd like to go home as soon as possible."

Otto was about to protest, bringing up the advantages of staying in the hospital longer, but knew it would do no good. "Okay," he said, lovingly brushing the hair from her forehead. "And I worked out all of the problems on paper and the actuators won't affect her. Even though they're in my head, they haven't changed my DNA."

Rosie sighed in relief: clearly that had been on her mind. "Thank goodness." After a moment of peaceful silence, she continued, "Do you think that they'll be able to handle her?"

"They?" Otto asked.

"They...them." Rosie pointed around his back towards the tentacles hidden under his coat.

"Oh, them! Yes, they'll be able to handle her. Won't you?" Otto passed a commanding glance towards the tentacles. The tentacles inched out from under his coat.

"Stay in there," he commanded.

They stopped but lifted the edge of his coat with their heads and peered at Rosie and Annabelle through their nearly closed pinchers. Rosie looked nervously at Otto, who looked sternly at the actuators.

_The threat is gone._

"They're fine," he assured her.

_Look at it! It's so small!_

_Interesting._

"She isn't an 'it'. Her name is Annabelle," Otto corrected the inaudible voices smiling with a shrug at Rosie.

_Hm...Annabelle. We guess it's ok...for a human name._

_I think it should be named a sweeter name._

_Like A-37._

_No, are you crazy? Like S-23! How could you come up with such a stupid name? A-37...it doesn't even sound like her._

_I like human names. Anna fits her._

_She should have a name that sounds intelligent._

_Because she is a little Otto. She is ours._

"No she isn't. She's mine and Rosie's," Otto warned with a dangerous tone that worried Rosie. He could feel them pushing against his will, but he held strong. "And if you do anything to her, I'll saw you off myself," he added under his breath.

There was an awkward silence from the tentacles and he felt them surrender. …Well, mostly surrender. Something of them seemed to still press.

_You would not saw us off._

_Nonetheless, we will not hurt her._

"I'll keep you to that," Otto said, relieved that his actuators did not seem threatened by Annabelle.

XXX

Seven months later…

Mary-Jane entered the apartment and locked the door. She pulled a small box from the plastic pharmacy sack and held it out skeptically.

"Are you going to cooperate?" she asked, eyeing it, as if expecting it to answer. The unoffending white and blue box made no promises either way. She took it into the bathroom.

She and Peter had been trying to get pregnant with little success. The first month, Peter was present for every anxious take-home pregnancy test, but as test after test showed negative, the disappointment each time lessened, yet an overall sense of worry increased. It had been four months, but they hadn't given up hope.

Mary-Jane half-heartedly opened the box but then hesitated, setting it on the bathroom counter and looking at herself in the mirror. A battle against despair was fought along every line in her forehead. The apartment was especially vacant that day since Peter was at the Bugle or at least on his way, since he probably had been caught up in Spiderman business. She hardly even mentioned the pregnancy tests she went through anymore, except a passing "Nothing yet," at the end of the day. She wanted children. So badly.

After another round of the discouraging routine, Mary-Jane sighed as she waited for the results. When they came, she nearly dropped the wand down the sink.

"Pregnant," it read.

Mary-Jane squealed and jumped up and down on the linoleum. She ran out of the bathroom and into the kitchen, fumbling to dial from the sticky note with Betty Brant's work phone number stuck to the cabinet above the telephone. She twirled her hair and scratched the back of her leg with her foot as she listened to it ring. Finally, the secretary picked up the phone.

"Hi Miss Brant, this is Mary-Jane," Mary-Jane said quickly. "Is Pete there?"

"No," Betty replied. "He hasn't shown up today yet."

Of course he hasn't, Mary-Jane thought, but her joy quickly overcame her frustration.

"Okay," she hurried. "Well, would you tell him to call me as soon as he arrives?"

"Sure thing."

"Thanks." Mary-Jane hung up the receiver and leaned against the counter, taking in the atmosphere of their apartment and trying to imagine the floor littered with baby toys.


	4. Something New and Wonderful

Chapter Four: Something New and Wonderful

Six years passed and the two babies had grown. Peter and Mary-Jane had a healthy baby girl named Hillary, who had inherited her father's mutation. Hillary had been growing accustomed to using her gifts in the house. Not necessarily for the good of all mankind, but for the good of candy and chocolate chip cookies. Mary-Jane had quite gotten used to living with spider-people.

Peter and Mary-Jane sat reading a book on the sofa, in the quasi-quiet of New York after dark. A shadow appeared in a dark corner and stopped. It gazed down at the couple with it's shimmering, green eyes. The figure crawled in the shadows and rested in one cast on the ceiling by the lamp.

It shrieked and jumped down at Peter. Peter looked up and held his hand out. He put pressure on his palm with his two middle fingers triggering the web. The web shot out and caught the small girl and threw her to the sofa. She had an enormous grin spread across her face and she began giggling.

Mary-Jane looked over and smiled at their daughter, "Hillary, you know you need to get ready for bed," she stated.

"Please? Can I stay up with you? Bed's no fun," Hillary pouted.

"No sweetie," her mom replied.

Hillary turned to Peter. "Daddy, can I?" she asked.

Peter glanced at Mary-Jane. His wife shook her head. "Sorry Hil, but Mom's right. You need to go to bed. Otherwise, you'll be very tired in the morning, and that wouldn't be good," he said.

"Why not? I'm always tired on Saturday," she protested.

"Yeah, but tomorrow's your birthday," Mary-Jane said.

"You're gonna be the big oh-six. And we have a fun place to go," Peter added.

"Where?" Hillary asked anxiously jumping up and down with her hands clenched into fists.

"I can't tell you that, but I can tell you that you've never been there before, you'll like it, and that we're leaving very early, so hurry to bed!" Peter pushed.

Hillary shot a strand of web from her wrist and stuck to the wall. She climbed down the hallway and into her room. The little girl dropped into her bed and waited anxiously for morning to come.

Mary-Jane shook her head and laughed softly. "You have talent, tiger. I can't get her to bed if I paid her a million bucks."

"You just gotta know how to speak their language," Peter replied slyly.

Mary-Jane smiled at her husband. "And when tomorrow night comes?" She leaned closer to him.

"Well, tomorrow night it's your turn," he replied. Mary-Jane punched him in the shoulder. Peter put his arm around her and hugged her. They started reading their book again, enjoying the picture slowly forming in their minds.

XXX

Otto sat at the desk in the room he used as his office. The actuators floated around him as he drummed his fingers against his laptop's touchpad. Rosie and Anna had gone to bed hours before, but Otto was determined to get at least two more pages of his new book written. …or rather, Rosie's new book, since they were publishing under her name. The first book had been written on fusion, but this second was on artificial intelligence and the technology used in building his smart arms. A combination of scientific literature and a warning document all in one. It was… therapeutic to write about the actuators, and they certainly seemed to enjoy it.

_Do not forget our link with your emotions,_ they chirped happily.

"I won't," Otto replied. "This chapter isn't about that, though. Plus, I'm not sure how in depth about that we should write."

The actuators clicked and bobbed. _Of course we should write about that!_

_It is important!_

"To us, yes, but I don't know how much Rosie would have been able to pick up, realistically, and I can't put her into suspicion."

The actuators whirred: almost a sigh. _The argument is true._

_We must protect ourselves, above all else. _

Protection… Otto set to typing with this new inspiration until he had a full paragraph. Reading it over, however, he was not satisfied and he ended up deleting most of it. Protection, protection... Their instincts… but how much could Rosie have gathered by observation? This would be so much easier if he were publishing it under his own name.

A soft sound like the pitter-patter of raindrops approached and while Otto stared despairingly at the screen, one of the actuators turned at the sound.

_Annabelle is here._

Otto looked over his shoulder and saw the small, blonde-haired girl in a nightgown and bare feet standing in the doorway. Her cheeks were stained with tears and her big brown eyes welled up with more.

"Anna," he greeted with concern. "What's wrong?"

"I had a bad dream," she said almost too quietly to hear. Anna clenched her teddy bear harder as more tears ran onto her nightgown.

"Oh. Well, come here." He swiveled on his chair to face her and held out his arms.

The little girl ran into her father and Otto lifted her onto his lap. She had his body build and Rosie's beautiful light hair. The tears began to fall and her voice came out in sobs.

"I don't like my imaginary friends anymore," she cried.

"Why not?" Otto asked. "You have so much fun together." Anna had a thriving imagination and Otto was often roped into trekking through the jungles of the kitchen with her and her imaginary friends. She drew pictures of them and created stories about the adventures they had had before they met her.

"They kept talking and I couldn't get them to stop," she explained, "Even when I told them to. And they weren't talking to me: they were talking to each other. But when I told them to stop, they started talking to me. I just want them to be quiet!" she hugged him tighter, trying to squeeze the voices away.

Otto stroked her thick backbone tenderly. "There, there," he comforted, "It was all just a dream. I'm here now and I'll keep them quiet." He wiped the tears from under her eyes gently with one of his fingers.

Anna swallowed and slowly calmed down.

"Do my imaginary friends talk to you too?" she asked.

Otto's brow furrowed. "Why do you say that, Anna?"

"'Cause you answer questions when nobody asks them a lot and you talk to yourself. Are you having a bad dream too, Daddy?" she asked innocently.

Otto hesitated. "That is a very good question," he answered with a brave smile. He glanced at his actuators that curled around them both. "I'd have to say… sometimes. But I always wake up."

"Oh. That's good."

"You know Anna, good things can come in the midst of bad dreams. For example, if you face your fears in your dreams, that builds courage. If you run and hide from something in your dreams, that builds sense and helps you to panic less if it ever happens in real life. And sometimes they help you appreciate your family and friends." Otto was trying his hardest to give her good advice. "Do you understand?"

Anna processed the information just given her. "I can come get you when they're being mean," she offered.

"Yes. And I have you to hug whenever I feel sad," Otto added giving her a hug.

Anna giggled. "And I have you to hug too." The little girl sighed. "Thanks Daddy. I feel a lot better. And they stopped talking. But, just in case they come back, can I stay up a little while with you?" she asked.

Otto hadn't been having much luck writing anyway.

"Of course you can," he agreed with a warm smile. Anna's eyes lit up and she snuggled into the sweater Rosie had altered for him: quite ingeniously simple, actually. She had cut out the bottom half of the back of all his shirts and sewn a string on each side of the bottom hem that he tied below his lower actuators. He wondered why he hadn't thought of it himself.

Otto saved his progress and closed the laptop lid. "I don't know about you, Anna, but I feel like watching _Land Before Time_. Want to join me?"

Anna bounced up and down with excitement; the actuators clicked their exuberant approval. "Yes please! Can we watch the one where they meet Chomper?" she asked as Otto helped her off his lap and stood. He held her hand as they walked out of his office, actuators quietly helping him along.

"I don't recall which movie that one was," he admitted.

_You do too._

Anna couldn't believe him. "You don't? It's the one with 'Friends for Dinner,' and those egg stealers were being mean all the time…"

They walked into the living room and Otto sent Anna to the bookshelf where they kept their movies. The top right tentacle stretched to the couch and turned on a table lamp as the other three helped Otto get the television ready. Anna handed the correct volume of cartoon dinosaur adventures to one of the actuators and Otto covered them both with a blanket on the couch as his top left actuator put the DVD in, closed the drive and brought the remote. Otto slipped his arm around his daughter's shoulders and she sighed, relaxing naturally into the crevice beneath his arm. She jerked up.

"Daddy," she giggled, pushing a bit of the blanket between them. "Your super belt is cold!" Otto smiled and helped her put warm blanket between them and then hugged her close again. Anna had dubbed his harness the "super belt," like a super hero's utility belt.

As the opening credits rolled across the screen, Otto pondered what his daughter had told him. Voices? She had heard voices? If she had been anyone else's daughter, he might have been mildly concerned, but because she was his, he was paranoid. He worried that, somehow, he had passed the actuators on to her. But that didn't make sense, he reminded himself, because she had no tentacles of any kind. He had kept a close watch on her development progress in her first two years of life, and nothing seemed out of the ordinary. Plus, Rosie's imagination was so active she almost lived in two worlds. Maybe Rosie had been this way when she was little.

Apprehensions showed themselves, but he pushed them back down and rationalized them away. They were just paranoia. There was no way his inventions could have made it into his genome. No way at all.


	5. The Last Moments of Eighth Grade

Chapter Five: The Last Moments of Eighth Grade

The two girls had turned fourteen. They both were brilliant, like their fathers. Hillary was the eighth grade representative for she, along with being bright, also had people skills and enjoyed talking like her mother, Mary-Jane. Anna, like her father, didn't like to be the center of attention; and usually wasn't. She was interested in just about everything but was especially intrigued by poetry and song. Anna didn't particularly enjoy math and science as Otto had wanted, but aced the tests nonetheless.

Otto had disciplined Anna with strict study habits to keep her from falling into sloppiness. Anna hated it, but it did help her achieve good grades.

It was the day before the eighth grade graduation. Hillary and her best friend, Grace, walked down the school hallway towards the auditorium for the graduation ceremony practice. One would have thought Hillary was singing the National Anthem the way she cracked her knuckles and chattered about it.

"Calm down, Hillary," her best friend comforted. "you're going to be fine."

"What if I don't make it? What if I'm late, or I trip, or…what if I'm not graduating at all?" Hillary Parker asked, looking at the ceiling in anxiety.

"Hey, chill. You're gonna make it. You've gotten good grades all year." Grace said.

"Nuh uh! Remember last semester? I got a D on a history test!"

"Which only brought your history score down to a, what? B?"

"B...minus," Hillary corrected.

"Whatever. The point is, you made it, and-" Grace was cut off by a boy walking up to Hillary.

The boy, John Avaud pulled one hand from his pocket and held it up in greeting. "Hey." he said simply.

Hillary's face lit up. Her feet went numb and she melted onto the floor, or at lease she felt like it. She had been trying to get this very boy to notice her all year. Could her attempts really have paid off? "Hi," she replied pulling her hair back behind her ear.

"I was wondering if I could ask you something, but I…" John laughed, taking her hand in his, "It might sound kinda weird."

Hillary stuttered a laugh. "I'm sure it's not weird."

Grace smiled knowingly and elbowed Hillary as she walked off to leave the two alone.

"I'm having a graduation party, you know, after graduation… and I'd love it if you-ack!" John's hands flew to his eyes and clawed at the sticky white threads covering the top half of his face.

Hillary just stared for a while. This nightmare had passed through her mind there and again, the sort of horrific dream of going to school in one's underwear.

"Oh my… gosh… John! I...let me... it's not…" Hillary ceased her frantic fractured statements and sped in the opposite direction, ducking into the girls' bathroom and shutting herself in the furthest stall. If one of her dad's enemies had crashed into the restroom and flattened her, she would have thanked him.

XXX

"It was so embarrassing!" Hillary exclaimed to her mom.

"I'm sure it'll all blow over." Mary-Jane comforted stroking her daughter's hair softly.

"It was bad enough that I shot web at someone, but it had to be the cutest guy in school! Plus he was gonna ask me to the dance!" She exclaimed hugging her mother.

"Well, tomorrow's graduation and you'll be going to a high school. Maybe John won't be going to the same school and everyone'll forget about it. Is Grace going with you?" Mary-Jane asked.

"No." Hillary said sadly.

"Oh," Mary-Jane realized, "Well, there'll be other girls there that'll be your friend." she comforted. Hillary still didn't seem satisfied. "I know it's hard to move from middle school to high school. I remember when I did. I was lucky enough to have a friend go to the same school as me."

"Who was that?" asked Hillary.

"Your dad. I didn't know he was my friend until the last month of school." Mary-Jane said with a smile. "Maybe that's true with you. Maybe there's a friend already that's following you into high school and you just don't know it. Or, maybe there's a good friend waiting for you in high school, and you just need to find her; or him for that matter."

"Thanks mom. That really helps," Hillary said getting up with a smile.

"Well, it's past ten o'clock. I should probably get to bed," she said running down the hall.

XXX

Anna sat hunched on her bed writing in the small green notebook she wrote all her song lyrics. Or, rather, she was trying to write, but her back was killing her. As Annabelle had grown, her back had taken an odd shape, she would almost call it a hump, if it didn't scare her to death to even consider it, and she had gained weight… somewhere. She never was an hourglass, but neither had she been chubby. She was just… round. Round and heavy.

But she didn't want to tell her dad. He and his actuators already watched her like security cameras, and to alert him would mean missing graduation. She could hide it well under the black coat she had chosen to go with her graduation dress. Anna would tell her parents after graduation and the trip.

_**We must preserve ourselves**_**. **The voices said. Her imaginary friends, except she didn't think that most people could actually talk with their imaginary friends and the ones who could ended up in padded rooms. But everyone complemented her on her active imagination: maybe she was just imagining them. If so, she didn't want to cause undue worry.

Anna carefully shifted onto her stomach, but having the pain increase, sat up again. Maybe she should just go to bed. She attempted to write for another few seconds before closing her notebook. She pulled back her covers, carefully climbed into bed and turned off the light.

Rosie watched secretly from the doorway. With a sigh, she continued down the hall and into the room she shared with Otto. The man in question sat on the opposite edge of the bed removing his modified tee-shirt with his back to her. The actuators noticed her first and alerted Otto. He smiled over his shoulder at his wife.

"Hi Rosie," he greeted.

Rosie took her hairbrush from the bathroom and sat beside Otto on the bed, causing the tentacles to shift and chirp. "Otto, Anna is beginning to worry me." She said letting her hair down and brushing it.

"Yes," Otto agreed. "She doesn't seem quite herself. But she is so private. She doesn't like us snooping. Whenever I ask her, she says she's fine."

_Father, we have a theory._

_Her voices, our voices._

_Perhaps they are making her powerful._

Otto stared blankly, processing the actuators' words.

"Is something wrong?" Rosie asked.

What do you mean by that? Otto demanded his tentacles.

_Just what we said. We did it._

_We thought it a shame for us only to last one generation, so we programmed it into her._

"You couldn't have…" he said out loud. "How…how dare…"

"Otto, what are they saying?" Rosie asked alarmed.

Otto's face was one of utter dread, a kind Rosie had never seen command her husband's visage. "They… they've done something to her. From before birth. I don't actually understand what is going on—"

_People love our children!_

_They call them imaginative and creative. _

Otto was stunned. "Her imaginary friends… they…" he couldn't bring himself to form the words but Rosie knew what they would have been.

"No," she muttered, swallowing her panic. "How?"

"I don't know," Otto replied, anxiously, looking up at the family picture hanging above the dresser. Annabelle, sweet Annabelle. How could the actuators have done such a thing?

No tentacles will grow, right? He asked them, mentally grabbing fistfuls of their shirt collars. Since they had no shirt collars to grab, he sufficed to give each of them lethal looks.

_They will not. _The actuators replied. _We only passed on our voices._

_Why are you angry, Father? Don't you want her to be strong?_

"Yes, but not like this!"

Rosie rubbed his arm and he sighed painfully.

"They only passed on their personalities," Otto explained. "Nothing physical."

Rosie rested her head on Otto's chest. "I know I should be relieved," she choked. "But—"

"I know, my love," Otto said stroking her hair. "At least now we know how to help Anna."

_We do not understand your distress._

_Annabelle is in superb condition._

_You will not saw us off, will you Father?_

_You cannot. And we have not hurt Annabelle._

No, I'm not going to saw you off. But I can never forgive you for this.

The actuators lowered and peered at their host through submissive pinchers. _Do not say that. _

_We have only our best interests in mind._

"I know." He stroked one of their heads. "I guess I can't blame you, since I created you that way."

The actuator being petted rose quickly and turned towards the doorway. The others joined it and they all opened their claws.

"What is it?" Otto asked them.

_Pain._ They replied. _Annabelle. _

Otto jumped up and helped bewildered Rosie to her feet. "Anna's in trouble," he explained as he pulled her into the hallway and into Anna's room.

Anna lay on her bed under the covers, writhing painfully. Her eyes opened in the darkness and took in the sight of her parents standing in the doorway.

"Are you okay, sweetie?" Otto asked gently.

Anna cringed and hugged herself. Tears were rolling down her cheek. "I don't know. I mean, I think so. My back really hurts, but I think I twisted it earlier today."

Otto glanced at his top right actuator.

_We do not know what ails her._ It promised.

Rosie hurried to her daughter's bedside and stroked her shoulder. "Should we go to the hospital?"

"No," Anna replied with sudden force. "I'm fine. It will pass. Th… it will pass soon. It's already ebbing, I think."

She thought wrong. A new wave of pain hit her and she cried out, trying to muffle it. Otto knelt at her bed beside Rosie. His actuators hovered over Anna. They really did care for her, Otto noted, though it was probably only because a little part of them was in their.

As Anna had assured them, the pain seemed to have died away in about ten minutes, leaving her bathed in sweat and exhausted, but otherwise fine.

"Sweetie," Otto said to Anna gently, "may I look at your back?"

Anna rolled carefully onto her stomach and the top left actuator slipped under her tee-shirt. Otto scrutinized the images of her back, seeing nothing but bony shoulders and bruising down her spine. He wondered at it, but his relief at having his daughter's pain alleviated pressed his concern to the bottom of his brain and made him optimistic. However, he couldn't shake the hard lessons life had taught him.


	6. Eighth Grade Graduation

Chapter Six

The clock reached 7:53 A.M. Anna was out cold from last night's happenings. Normaly, she's required to be up and dressed by 6:30, but Doc Ock felt so sorry for her that he let her sleep in.

The alarm sounded again warning her of graduation. Anna fluttered her eyes open and glanced at the clock. After seeing that she only had seven minutes to get to school, she threw back the covers. Anna leaped out of bed and began throwing her clothes on. She ran to her dresser, grabbed her hair brush, and madly brushed her hair. After adding a little mouse for body, Anna dashed into the bathroom. The girl squirted toothpaste on her toothbrush and began brushing her teeth vigorously.

As she watched herself in the mirror, she noticed a patterned rise in her shirt over her abdominals. She lifted her shirt curisouly to uncover her stomach now plated with long strips of iron. Anna stared at this a little while before rinsing her mouth out. "That's a little weird." she said to herself. Anna glanced back at the clock now giving her five minutes to get to school.

She raced down the stairs and grabbed an apple from the kitchen. "Anna, I'm glad you're up." Doc Ock called from his position at the table with Rosie. "I need to have a talk with you." he stated getting up and setting a hand on her shoulder.

Anna looked at him anxiously. "I don't have time right now, Dad. I have five minutes to get to school and get my robe out of my locker! I so got up later than I thought I would-" she panicked.

Doc Ock nodded trying to sit back down when Rosie hit him with a rolled up newspaper. He stood back up; he would have been content just to let his daughter figure it out on her own, now that he realized how hard it would be to tell her, but Rosie was forcing his hand. "I'll drive you there." Otto offered as his tentacle reached over to the counter and grabbed his keys.

"Ok, but we need to go now!" Anna exclaimed running out of the door slipping on her coat. Ott followed uncertainly.

"Good luck." Rosie said giving him a thumbs-up from the kitchen.

XXXXXXXXXXXXXXXXXX

A ways down the road, they had gotten in a traffic jam. No car was moving and the clock hit eight. Anna hit her head on the dashboard frustratedly.

Doc Ock noticed her actions and looked over at her, "I'm going to write a note for you." he said.

"The school doesn't accept any notes that aren't a good excuse like, 'I broke my leg.' anymore. Unless they're a doctor's note." Anna said.

"Well, I'm a doctor. Therefore, the note counts." Doc Ock declared smiling at her.

Anna smiled back at him, "You rock."

"Sure, I rock, now anyway," he rushed along." we need to have a talk."

"Is it about the pizza incident? Because, I did not mean to shove that pizza in Brittney's face. I slipped." Anna defended.

"No, you aren't in trouble. It has no conern of you, I mean...it does, but it's not about...er...I-I took notes. Just a moment." Doc Ock said taking a piece of paper out of his shirt pocket(yes, he does wear other clothes), and began looking it over. "You've-I've- you know about my appendages right?" he began realizing that his notes weren't going to help him.

Anna glanced at the metal arms ou her father's back. "Yah..." she said a little suspiciously.

"You did, good. Anyway, you know that they are connected to my spinal cord and, well, maybe a metiphore will help:

"There once were two chefs and an gingerbread cookie. Chef #1 made the gingerbread cookie and was proud of it. When he wasn't looking, Chef #2, a meaner one, snuck in and iced it without Chef #1 knowing; which, when Chef #1 found out, made him feel bad because he didn't guard his bakery well enough."

_Watch it, Otto._ The tentacles warned not liking where he was going.

"And so that lookie looked a little different. Chef #1 still loved the gingerbread cookie. Nothing was wrong with it, it just was a little more unique than all the other cookies. It was the same cookie, but it tasted a little different and the icing couldn't come off, because it was sticky. Do you see what I'm saying?" he asked hoping that he wouldn't have to tell it to her face.

"I need a little more than gingerbread cookies to go on." Anna said.

"Right...um...I'm Chef #1, my appendages are Chef #2, and you're the cookie. Is it clearer now?" Doc Ock asked mentally crossing his fingers.

"I think so, but I'm still confused. Your ten- I mean, your appendages,(Doc Ock didn't like to reffer to them as tentacles for it supported the lies printed about him in the Daily Bugle.) hacked in and mutated your t-RNA code to give me...what? This metal band around my waist?" she guessed.

"Ever wanted to grow up and be just like your dad?" Doc Ock asked.

"Not really." she answered.

"Well..." Doc Ock shrugged with an absent smile.

Anna realized what he meant. "What?" she said unable to believe it. "I'm gonna have tentacles out my back!"

"Not tentacles, Anna. But...yes. The good part is those voices you hear are caused by them. You aren't skitsofranic as you had probably thought." Anna frowned at him. "Remember Chef #1? He felt very bad about it." Doc Ock defended frowning back. "And I've lived with them longer than you have. I can help you with coping with them." he offered.

"Oh great! That'll be fun. 'What did you do at school today?' "Oh, I killed five people. That's three more than yesterday.'" Anna mocked angrily.

"Really Anna, I can! I know what'll happen if you do it wrong, and I'm learning what will happen if you do it right. Like for instance: #1- Don't take their advice seriously without consulting someone else who is trustworthy. #2- Accept them and move on. #3- Don't bring them up in conversation; people seem to fear you. #4- Control them; don't let them control you. And #5- Don't throw cars at people. Throwing cars doesn't help anyone."

"Like I would really throw a car at someone. I'm not strong enough. Plus, why would I?" she asked.

"Trust me, when the oppurtunity comes, you'll be tempted." Doc Ock said as they arrived at the school grounds. He wrote a note and handed it to her as she was getting out of the car. "Chef #1 tried every way to get the icing off." he added.

"But Chef #1 didn't have time to try it all, because the cookie got eaten alive by all of the other cookies." Anna said slamming the door and wlaking into the building.

Doc Ock sighed and rubbed his eyes. "Right now, I want to throw a car on Chef #1."

XXXXXXXXXXXXXXXX

Inside the building, Anna dressed into her graduation robe. She put the hat on as Otto's rules ran through her head. (Even though she swore she wouldn't think about them.) "I'm gonna be fine, I'm gonna be fine..." she chanted to herself as she went into the beautifully decorated gym ready for the graduation although this morning was only a practice. No one notcied the band around her waist because her robe was so large that not even her feet were visable.

Everyone looked towards her, "Anna's here. That's grand. Now we can begin practice right." the principal said. He had always liked Anna since the first day of knowing her, and it had creeped her out ever since.

"I'm sorry I'm late, Mr. Warbutton. I have a note." Anna said running up to the principal.

"We don't accept excuse notes anymore, Anna," he said.

"Don't worry, this is a doctor's note." she said handing it to him.

Mr. Warbutton slipped his glasses on to read it, "'Please excuse Anna Octavious for being absent for the beginning of her graduation practice. She had a very hard and painful night for personal matters not to be mentioned. Thank you for your cooperation. Sincerely, Dr. Otto Octavious.' You got Doc Ock to sign this?" he asked folding it up. "Dear, a simple tardy would have been better than risking your life."

"I didn't. A doctor signed it." she said.

"I know that, but-"

"My dad signed it. Octavious is a very common name. So is Otto." she explained. "And as you well know, doctors are everywhere."

"Ok, I guess. Now, we need to get going again with the practice so get in line Anna." he urged.

Anna stepped in the slowly moving line as it moved forward as another person went forward every few seconds. _They're not gonna come, they're not gonna come, they're not gonna come... _She repeated in her mind nervously. Her turn came and she walked forward still running that thought through her head. She got up on the stage and back down. Anna smiled releaved that the tentacles didn't shoot out. Maybe she could do this without becoming the topic of discussion for years to come.

XXX

That night, the real graduation was starting. The popular group of girls were standing outside gossiping about who-knows-what. Each one of their ghair was up in some million dollar fashion. Most of the other girls, including Anna, simply combled and maybe streaked it with pleach to make it more colorful. Anna had a few pink streaks in it to match her lip gloss. She was standing inside with her friend. The cold gusty wind was constantly blowing in chilling the air. Supposedly, the heaters were on, but they weren't doing a very good job.

Lilaine, her best friend, was messing with her hair. "This is so exciting, Anna, I can't wait to get to highschool. Then I'll be driving in a year. Imagine that! This'll be so cool. What do you think?"

"I've waited for this day my whole life. It's gonna be so exciting." Anna answered.

"Yup. You're gonna have to find something else to look forward to." Lilaine siad. Anna nodded but her mind was elsewhere. "Something wrong Anna?" Lilaine asked.

"Well, yah." she replied fingering her fingers. (weird)

"What is it?"

"Promise you won't tell anyone?" Anna asked.

"Sure, if it's about that crush on Brad, I already know." Lilaine said.

"No, it's way bigger than a crush." she said. "But you have to promise not to tell anyone! Not your mom, not your little sister, not to any of your friends, don't even write it in your diary!" Anna warned.

"Ok, I won't. Is it really that bad?" Lilaine asked confused by how secretive her friend was being.

"Mm hm..." she replied. "You see, I was late today because-" Anna was cut off by her parents walking up to her.

"Hey Anna," Rosie greeted. "Hi Lilaine. Are you two ready for tonight?" she asked.

"Can't wait." Lilaine said.

"Me neither." Anna answered. An announcer began talking into a microphone up on the stage.

"Oh, it's starting. Anna, do you want me to hold your coat?" Doc Ock asked.

"Sure." Anna replied. Doc Ock grabbed Anna's coat from her arms with one of his tentacles adn began walking after Rosie who had already entered the gym.

As soon as Lilaine was sure that Otto was out of hearing range, she began whispering. "Man, Anna, you're dad's weird. Doesn't it make you uncomfortable that he's been convicted of murder?" she asked.

"No, he's turned around. He hasn't broken the law lately, and you shouldn't say so." Anna defended her father suprisingly.

"I'm sorry." Lilaine said disturbed by her friend's sudden outburst. They walked to the back room and got in line. "You know, you've been jumpy ever since you got here. Something's up, and I need to know." she said.

Anna was about to tell her when one of the helpers gave her her cue to began walking. She made it to the stage fine and stood along with all of the graduates before her. Anna smiled proudly. Maybe she _could_ do this. Maybe she _could_ enjoy the night. Lilaine came and stood by her happy to seen Anna smiling for the first time that day.

Anna had been asked to come up with a song and sing it for the audience. She would have turned it down if it wasn't worth one hundred points. It came time for her to sing it so she grabbed a microphone and stepped in front of the class. Of course, she was nervous she whe went up there. Everyone went quiet waiting for her to begin. She glanced over at her parents holding hands and watching her proudly; this gave her a little more courage. She ran it through her mind and found the melody. Anna opened her mouth to sing, but just then four metal tentacles, like her father's, shot out of her back. Everyone gasped and her classmates jumped back.

Anna Octavious fainted and fell face forward on the stage. Doc Ock stood up on his bottom tentacles and walked hastily onto the stage. He picked her up in one tentacle bringing her close to him and propping her head up with his arm. His actions raised more ruccas than Anna sprouting tentacles and fainting. Doc Ock got down form the stage and began walking out of the gym.

Cell phones, coats, purses, and more flew through the air hitting him for the people were trying to protect Anna. Doc Ock spoke soothingly to his daughter as he wlaked down the aisle disregarding the people's offensive comments and actions. Rosie ran out after the two as several mothers attempted to hold her back.

Lilaine shook her head absently. She couldn't believe what just happened. She was almost sure that she was dreaming, but not even in her dreams did she expect this.


	7. It Helps to Tell Someone

Chapter Seven

Spring and summer passed and it was the first day of highschool. Hillary was rushing around the house looking for her tennis shoes. "Dad, have you seen my shoes?" she called down the hallway.

"No I haven't, Hillary." He answered.

"Did you check in the kitchen?" Mary-Jane asked trying to help.

"Yah I did. I've checked everywhere!" Hillary exclaimed falling down on her bed.

Peter poked his head out of their bedroom. "They have to be somewhere. Shoes don't just dissapear." He stated.

"Mine do! This is the fourth pair!" she panicked. The clock was slowly moving closer to eight o'clock.

"I wonder where they all go." Peter mused. "I only have one suggestion left." He said.

"What's that?" Hillary asked.

"Wear another pair. You have other shoes." He said. "You can wear those others tomorrow; but right now, you don't have time to search for them."

"Fine." Hillary gave in slipping on her flip flops. "Mom, I'm ready." She called grabbing her backpack and heading to the door.

"I'll be right there." Mary-Jane said grabbing the cat food and pouring it in a dish. "I have to feed Princess." Princess. The family cat. She had gotten sassier and less forgiving since that trip to the vet. Peter was secretly conspiring to drop her off at the animal shelter one of these days. "You know that Grandma is picking you up today right?"

"Yup." Hillary answered.

"Ok. Go ahead and get in the car." She said. Hillary nodded and went out the door.

"Anna, it's half past seven. You need to get up!" Doc Ock urged walking into his daughter's room.

Anna turned over and covered her head with her pillow. "Can't I miss school today? I don't feel well." She said with a fake cough.

Doc Ock scanned her over with his tentacle. The information uploaded in his mind and he mentally looked over the report. "You look fine to me." He stated peering over the lump over covers. Doc Ock concentrated his eyebrows concernedly, "This isn't about that incident at the graduation, is it?"

"I don't want to talk about it." She said. Doc Ock bent over to touch her but withdrew when one of her tentacles hissed at him.

"Anna, don't hiss at me." He scolded as one of his tentacles hissed back defensively. Woah...those were five words he never expected to say in once sentence. Anna sniffled and he could tell she was crying but didn't want him to know. That was one trait she got from him; neither one of them liked people to see them cry. They iscolated themselves somewhere so that no one would know. It was annoying to Rosie that neither one of them would cry in front of her. She had to guess their mood most of the time. Once in a while Otto would be brave enough to cry in front of her, maybe once a year or so.

"Oh..." he realized sitting on the edge of her bed with an understanding smile.

"Just leave me alone!" she cried.

Doc Ock reached down to rub her shoulder and another one of Anna's tentacles snapped at him almost catching his fingers. "Will you please control your appendages!" he snapped.

"I'm trying! It's hard!" she said with a sniffle.

"...No, I didn't mean it that way." He said softly. _I did it again. I need to be careful._ He thought. "I know it's hard. It took me years and I still don't know every trick up their sleve." He said slowly peeling the pillow form his daughter's face. "But you can't let them keep you in hiding. Sooner or later you'll have to come out and it's easiest while you're young."

"But the girls will eat me alive! Brittney and her possey always find a way to tease me about my flaws." Anna said.

_Hm...I wonder if that pizza incident wasn't an accident at all...No...I'm getting off the subject. She needs my help, and I need to respect that._ He told himself. "Really..." he processed the thought. "Don't let them get to you." He whispered encouragingly. "I want you to wear bright colors today. Now, I'm not saying you have to, but I'd like it. Show the world that your gift doesn't hold you down and that you aren't opressed."

"Then why do you wear dark colors all the time? When ever you go out, you're wearing that coat." She pointed out.

_Because I am opressed...But I can't tell her that. _Doc Ock thought.

_You are? But...but what did we do! _The tentacles whined.

"It's because it's easier for my tentacles to fit under and because I don't really look like Orlando Blom."

"It's Bloom." Anna corrected.

"Blom, Bloom, same difference. The point is, you're beautiful. You don't have anything to be ashamed of." He said with a smile.

"Except that my dad's a criminal."

"I'm trying my best." He defended. "It's easier to fall into a pit than to climb out of one." Anna didn't make any movement; she just stared at the ceiling. "Just—just get ready for school." He said walking out of her room.

Rosie was in the kitchen sitting at the table as she did every morning eating a muffin, drinking tea and reading her favorite book. Doc Ock walked solemnly into the kitchen. Even without looking at him, Rosie knew that he was upset. She had heard his conversation with Anna for the hall wasn't very long, but she had learned that her husband felt better if he told it to her even though she already knew what he was going to say. "Good morning," she greeted, "I made you some raspberry tea." Rosie said pushing a cup on a platter over to him as he sat down. "Is something wrong?"she asked.

Otto sighed as he gloomly stirred his tea. "Anna's still mad at me about the DNA thing." He admitted quietly. "Maybe it would be easier to talk to her if I weren't so hard headed and impatient. I'm trying but she's so dificult."

Rosie laughed softly to herself. "What's so funny?" her husband asked confusedly.

"Anna's exactly how you were, according to your mother."she said lightly sipping her tea. "Don't worry, she'll be fine. She's still young."

"She's been upset about it since her graduation in June." Doc Ock persisted.

"She gets it from you, you know. Mr. Still-had-my-pillow-at-the-head-of-our-bed." Rosie teased.

"But that was different. You dying ruined my life. She's upset about being bonded to metal arms and being embarrassed in front of the school congregation." Doc Ock said.

"Who wouldn't? You still struggle with them. She's new at this. Maybe all the voices and concentration comes hard for her. You designed and studied them so you knew how to control them. But she's had no experience. She didn't even know about them until a couple months ago. Go easy on her." Rosie said compassionatly.

"I'm trying." Otto said. "But she gets into my criminal record and my opression, and I feel that I need to defend myself. I guess I've been doing it for so long that I've forgotten common curteousy. I'm a horrible dad."

"You are not a horrible dad." Rosie said. "She'll forgive you. Anna just needs to blow off some steam."

"You're probably right." Doc Ock gave in with a smile.

"Thou art intelligent as thou art believe." Rosie quoted.

Doc Ock lowered his eyebrows. "I don't remember what that excert's from." He said.

"Oh, I made it up." Rosie replied casually.

"I love it. But not nearly as much as Thy loveth thee." He replied. Doc Ock knew that his attempt at poetry was pittiful, but he thought it would be fun to add to Rosie's work of art. Rosie didn't mind it anyway.

She smiled at him. "I'll take her to school this morning. I'll even have a mother-daughter conversation with her. Maybe it'll help her feel better." Rosie offered.

"Oh would you? That would be fantastic! Thank you Rosie, I owe you one." Doc Ock said gazing at her lovingly.

"Well," Rosie thought, "That pillow thing was kind cute, so you're off the hook. You're too busy anyway. By the way, I was to hear about your project." Rosie stated getting up from the table. She rinsed out her tea cup and stacked it up in the dishwasher.

Anna walked past the kitchen and into the livingroom. Rosie grabbed her coat and purse and, kissing her husband goodbye, headed out the door. "Good bye, my love." Doc Ock called after her. "Good bye Anna."

"Bye." Anna replied solemnly walking after her mother. Doc Ock's smile faded and he sighed.

_When are we going to speak with Anna's appendages?_

_Yes, they've been quiet._

"How would you be able to? It's impossible...of course, if someone told me twenty years abo that I was going to be welded to metal tentacles and kill innocent people and attempt suicide, I would have said they were crazy...But anyway, it's impossible for you to communicate with them. They communicate in the same way that you do. In order to talk with them, you'd have to be able to read minds." Doc Ock said. The tentacles were quiet. "Read minds? You know, you can hear other people's thoughts?" he clarified.

_But we can read minds!_

_We know what you're thinking all the time!_

_Like right now. You're thinking that it doesn't count—why doesn't it count?_

_Tell us!_

"Because it's like reading your own mind or hacking into your own file. It isn't the same thing."

_Will you speak for us?_

_You hear us, and she can speak for them!_

_We will be able to know what they think!_

"They probably think the same things you do." Doc Ock said bluntly. "And I never said that I would."

_Please?_

_We will be good!_

"For some odd reason, I find that hard to believe." Doc Ock growled.

_But what did we do! We didn't—_

There they went trying to purify themselves again. Doc Ock got so sick and tired of this routine. He sighed frustratedly and rubbed his forehead with the palm of his hand. _Ignore them, just ignore them._ He told himself as they went on making the same excuses as they had their whole "life." "I hope Anna'll forgive me soon. Just two months have passed and I'm pulling out my hair."

XXXXXXXXXXXXXXXXXX

At the highschool, there were five more minutes until the lunch bell rang. The whole class was leaning towards the door ready to race out of the classroom as soon as it rang. Hillary was gathering up her things. She pulled out a little wallet-sized photo of Grace. She stared at the picture wishing that they had gone to the same school. Grace was going to some academy in Oregon or Washington somewhere; Hillary didn't really care where she went, the point was, she was too far to visit monthly. The lunch bell finally rang and the teacher seemed relieved to be rid of that class(for it was his break too).

Hillary slowly trailed behind the group of people to her locker. She opened the weather-beaten door joining the two buildings and walked inside the hallway where many people she didn't know were stooped at their lockers. Hillary made her way to her locker and threw her books in. She grabbed her lunch bag and closed the door.

Hillary Parker walked into the lunchroom humming with students ranging from freshmen to seniors. She scanned the room over and every seat seemed to be taken by a group of friends. Hillary was just about to take a seat on the floor when she spotted a frail, but not short or helpless-looking, girl sitting by herself gloomly eating a granola bar. She was wearing a long, leather coat much too big for her. In fact, it didn't look like she even owned the coat, but had swiped it off of a coat rack somewhere; maybe she found it on the floor, maybe it was her father's, who knows.

Hillary shrugged. Why not sit with her? It was the only available table anyway. Besides, she looked lonely. The freshman walked over to her table and sat down. The girl shot a surprised glance at Hillary, but then looked back down at her food. "Hi, I'm Hillary." Hillary introduced with a friendly smile. Anna didn't reply. Hillary could tell that she was upset about something. "I'm new to this school too, so you're not alone." She comforted. Anna still seemed ignorant. "If you want me to go away, I will."

Anna wiped her nose with her sleve and looked at her. "No, no it's not that. I've just had a rough summer." She explaned.

"So have I. My best friend in the whole wide world moved to the West Coast, and I'm probably not going to get to see her for a year or two." Hillary said. "What happened to you?" Anna thought about answering but concluded that she probably shouldn't. "I—I understand. You don't have to tell me. Uh...hey, how was graduation?"

"Terrible." Anna replied. "I was embarrassed in front of the entire school and their parents."

"What happened?" Hillary asked concernedly. "Never mind. You don't have to tell me that either. Sorry, I'm kinda nosey." She appologised.

"No, it's ok...really. It's nice to have someone to talk to after it." Anna assured her with a smile. "But first, what did you do?" she asked perking up.

"We had the graduation and all, but then we had a huge party over at Grace's, my best friend. It was so cool! Supprisingly, my dad let me go. He's usually protective about those things. All the dads I've met are all the same." Hillary commented.

Anna let out a half laugh, "Well, you haven't met mine." She replied.

"Why? What's he do?" Hillary asked taking a bite of her tuna fish sandwich.

"Uh...well, now he works from home as a scientist and sends his inventions to some guy in Alaska." Anna replied.

"Interesting. I've never heard of a scientist that works from home. Anyway, I never learned your name." Hillary said.

"I'm Anna." She replied shyly.

"Oh, hey Anna. Anyway, my dad works part time for the Daily Bugle taking pictures of Spiderman. Do you ever see those pictures on the front page?" Hillary asked.

"Yah, my dad reads it all the time." Anna replied.

"My dad." She said proudly.

"Your dad's Spiderman?" Anna asked raising an eyebrow.

"No! My dad takes the pictures!" she covered up with a smile. "That would be like saying your dad's Doc Ock!" Hillary joked giggling. Anna giggled also nervously. Hillary guessing so closely to the truth made her uneasy. "Hey, do you want to hang out after school somewhere?" Hillary offered.

Anna's face lit up, "I'd love to!" she exclaimed.

Hillary smiled but then slapped her hand to her forehead. "Ugh! I forgot! My grandma's picking me up from school today. She's never late." She said. "Maybe you could come home with us and we could go to the mall or something whatever you like to do."

"That would be great! I just have to tell my mom where I'll be when she comes to pick me up. I'd love to go the the mall. I don't get to very often." She stated.

"Cool! So, did you bring your money?" Hillary asked.

"Yup. I have enough to spend." Anna answered.

"Great. What class do you have next?" Hillary asked picking up the excess garabage on the table and dropping it in the trash. The two friends walked together to Hillary's locker.

"I have...uh..." Anna pulled out a sheet of paper and looked down the list. "Algebra." She stated.

"Cool. That's what I have next." Hillary said opening her locker.

Anna leaned up against the lockers and looked at the pictures on the inside of her door. "Your family looks really nice." She complemented looking over the family photos.

"Thanks." Hillary said shutting the door. "I'm sure yours is just as nice."

"Yah, I guess." Anna replied.

"What? You aren't abused, are you?" Hillary asked looking at her strangely.

"No, I'm not abused. Actually, things have been going nearly perfect until last summer." No one was in the hallways because everyone was still eating lunch.

"What happened last summer?" Hillary and Anna walked down th empty hallways. The girls seemingly followed one another into one of the newer bathrooms.

Anna led her into the locker room and unbuttoned her coat. "This happened." She said taking her coat off revealing four metal tentacles out her back. Hillary's eyes grew as she stepped back at the sight. Anna looked down at her feet. "Please don't gossip about me." She pleaded quietly. "I can't hide them anymore. It's exhausting." A few tears dripped down and silently hit her black shoes.

Hillary felt compassionate for her. "Why would I gossip about you? You're my friend." She said looking at her wrists. "I have a confession to make. I'm gifted also. I _can_ hide it, but I'm trusting it with you, because you trusted me." She said with a smile. Hillary held out her wrist and shot web at the ceiling. Anna perked up and glanced at the web stuck to the ceiling. She was bewildered. "Please don't tell anyone." She said.

Anna looked at her cozely. She was touched by the trust bestowed on her by her new friend. "I won't." she replied with a warm smile. "Thanks."

"Thanks also." Hillary said putting an arm around Anna as she folded her coat over her arm. "So, are we still on for the mall?" she asked.

"Yup." Anna replied with a smile. The five minute bell rang and the halls were once again swarmming with students. The two friends walked out with one of their arms on the other person's shoulder. As the two friends passed by, people walking to class stopped to stare at them.

"Hey, look at her!" Anna heard some one say. "Woah, how weird." "Better stay clear of that girl." She heard others say. Anna's smile faded and she became skittish. Hillary held her firm and smiled encouragingly at her telling her not to acknowledge them. Anna sighed as to flush all of her peer pressure out of her body.

The two friends walked proudly to math class side by side; not caring what anyone said about either of them.


	8. What Could Happen in 24 Hours?

Chapter Eight

The final bell rang and the students ran out the school doors relieved to be done with another school day. Anna and Hillary walked out the doors together into a building intersection talking happily about what they were going to do when they got to the mall.

"I've seen this cute little shop around the food court that has the best jewelry in the world, I'm serious!" Hillary said placing her hand on her chest as though her breath had been take away.

"I've seen that." Anna agreed. "It's right by my favorite shop."

"And what's that?" Hillary asked.

"'The Guitar'. It has every instrument imaginable! Traditional and contempoary. I go there whenever I get a chance to go to the mall." Anna replied.

"I've never been inside it. You'll have to show me." Hillary stated. The two friends rounded a corner and ran into Brittney and her posse who, unfortunatally, got to go to the same school as Anna.

"Hey Anna. I like your new look. It really reflects the dark rings under your eyes. Also, your tentacles give you that wild, bratty, idiot sorta look." Brittney insulted. The members of her group snickered at her mean joke. "Oh, and I see you've managed to pick up yet another loser. Who are you supposed to be?" she asked saucily crossing her arms.

"Hillary Parker. And I'm proud of it." Hillary stated solidly.

"Well Hillary, don't worry, you won't have to endure her for long. Her taste for blood'll get the best of her one of these days." Brittney said with a cruel smirk.

That harsh comment burned Anna; Hillary could see it. "_Her _taste for blood? Oh, better watch out. The sun'll burn you. It does to all the underground creatures." Hillary fired back defensively. She folded her arms and raised her eyebrows challengingly.

Brittney, although disturbed by this comment, decided to ignore it for her title was at stake. "By the way Anna, I loved your song at graduation. Didn't it go something like this?" The snob began pretending to sprout tentacles and faint. The other girls laughed. Anna clenced her fists in anger and she wished that she could crush Brittney with something heavy...very heavy... like a car. She didn't realize it, but her father's warning of temptation was true.

_**C'mon. C'mon! We want to, we **_**know**_** you want to, even the teachers probably want us to.**_

_**Please? Just one stab?**_

_No, that would be wrong. _She told herself. _I don't want to earn a reputation like Dad. I won't do it_

"Ignor them, Anna. They're just jealous." Hillary said grabbing Anna's arm and pulling her along.

"Jealous? Of what?" Brittney spat. Hillary tried to stop Anna from returning but couldn't. "Why would I be jealous of you?" Brittney cringed as she looked Anna over.

Anna could barely stand it; Brittney had been harrassing her since the seventh grade. Her hands clenced in furry as she tried her hardest not to do something she'd regret. Hillary walked back and took hold of her hand. "Of course you'd be jealous. Anna's got _natural _looks, the best kind, and friends. Unlike you who's half made of plastic and has a bunch of pets, but no friends." Hillary stated coldly. Brittney's mouth dropped open and her posse didn't know what to do either. "Come on, Anna. We don't need to hang around these rejects any longer." She said with a smirk as she walked off with her friend.

They made their way to the parking lot where most of the kids had gone home making the concrete seem bare and cold. "Thanks." Anna smiled.

"Oh it was nothing." Hillary answered blasély. "You'd do the same for me."

"Anna looked at her shoes. "Yah, I guess. I know I would, but it wouldn't be nearly as good as yours. Your defense was so beautifully harsh, and clean, and powerful...and legal." She added quietly.

This comment caught Hillary's ear and she looked at Anna strangely. "What do you mean by 'legal'?" she asked.

"Well..." Anna trailed off. "You know that these tentacles enable me to do many things, and I have all this power and stuff, and sometimes I'm tempted to use it in the wrong way. Like back there."

"You haven't done anything, have you?" Hillary asked in horror.

"No, but it's freaking me out!" Anna exclaimed as they sat on a bence to wait for their rides. "You see, there's this thing passed through genetics that's like...I...I don't know, you hear voices in your head. But I'm not skitsofranic! It has to do with my tentacles." Anna lowered her eyes in thought. "My dad was trying to help me with it, and I kinda blew up on him. I guess it really wasn't his fault, and now I've made him fell bad and that he's not doing a very good job...and—"Anna confessed emotionally.

Hillary had no clue what she was talking about. "Wait. What are you talking about?"

"You know that joke you made earlier? About my dad being Doc Ock? Well, he is." Anna explained.

"Whoa...I didn't know metal could pass down through genetics."

"Normally, it can't. He didn't know either; and that's big news because he's a scientist and everything." Anna said. Hillary seemed to be taking the news very well; maybe it was because she too had a gift and a mysterious father.

A car horn honked and they both looked up. "Hillary, it's time to go." Aunt (or great aunt in this case) May said from her car window.

Hillary looked back at Anna. "So are we still on for the mall?" Hillary asked.

Anna shook her head. "No, I don't feel like shopping but tomorrow would be fine, though. I have to go home and do something." She said with a tint of gloom in her voice. "I hope you understand."

"I do." Hillary said. "Good luck." She replied betting Anna's real message. Hillary grabbed her backpack and got in the car. Another car honked its horn but this one was parked in the parking lot.

Anna walked to the car and opened the door. She sat down and buckled her seat belt. "How was your first day of school?" Rosie asked with a smile.

"Pretty good. I've made a friend." Anna said.

The car pulled out of the school grounds and onto the road. "What's her name?"

"Hillary Parker." Anna replied.

"So your...tentacles...arms...appendages...-I don't know what you prefer to call them- didn't cause you any trouble?" Anna shook her head. Rosie's smile faded and she let out a long sigh. "Listen, I'll cut to the point. You know your dad is really doing his best. I think you made him a little upset this morning."

"I know, I already feel horrible about the whole thing." Anna said with an honest sound of regret. "Did he really take me that seriously?" she asked.

"I'm afraid he did. He takes your words _very_ seriously." Rosie replied. Anna smacked her hands to her face and groaned. She was certain that no other person on the face of the earth could have been as stupid as she felt at that moment. "You should probably go talk to him." Rosie said relieved that Anna understood so quickly.

"Don't worry. I'm going to go talk to him." Anna assured her mother.

XXXXXXXXXXXXX

Hillary got home after spending a couple hours at her Aunt May's house. She dropped her backpack by the door and slipped her shoes off. Hillary looked around curious as to why the apartment was so quiet. The silence brought an empty feeling that made the teenaged girl uncomfortable.

Hearing the door close, Mary-Jane came down the hall. "Oh, hey Hil." She greeted coming over to her.

"Hi." She said still looking around. "Where's Dad?"

"Oh, there was a fire down on Forty-Second Street." She replied casually.

"Oh." Hillary replied satisfied with the answer. "I met a girl by the name of Anna Octavious today and I'm wondering if she could come over to spend the night Friday." Hillary said.

Mary-Jane smiled. "You'll have to ask your dad about that. But otherwise, it's fine with me." She said.

"Ok. When do you think he'll be home?" Hillary asked.

"Probably in half an hour or so." Her mother replied walking into the tiny excuse for a kitchen. "Are you hungry?" she asked taking a bottled water out of the fridge for herself.

"Water's fine." Hillary said. Mary-Jane chucked the water bottle at her daughter. Hillary shot web out at it, caught it, and pulled it back to her. "Thanks." Hillary said as she opened it and began drinking it. She walked off to her room, dragging her backpack behind her, to do her homework before dinnertime.

XXXXXXXXXXXXXXXXXX

Anna paced the floor in her room nervously, "Dad, I know I was kinda rude to you the past few months, and I know you were only trying to help me even though I didn't want to believe it, and I'm sorry." She murmmered to herself. Anna took a deep breath and let it out in a sigh. She repeated her apology in front of the mirror to make sure she looked truly sorry. "Dad, I—"

"You what?" Otto asked walking into her room. Anna bit her lip; this was it. The madien voyage. Her one and only chance to get it right. The two sat on her bed. Doc Ock looked at his daughter's anxious face, "What's wrong? Did something happen?" he asked alarmed as he looked her over.

"No, I'm fine. But, you see, I've kinda been blowing up on you over the summer. I know that you were only trying to help me, and it wasn't really your fault for it...as I had accused...and I guess what I'm trying to say is..." Anna bit her lip again and hung her head shamefully. "...I'm sorry." She said quietly.

Doc Ock was sure he heard a definate sniffling and whimpering. He hugged his daughter close to him. "Oh...it's ok. I forgive you. I'm not exactly the easiest person to cope with I've been told." Anna flinched as if to laugh at his joke. Doc Ock rubbed her back lovingly.

"I'm sorry I was so mean to you..." she squeaked out as more repenting tears fell onto Otto's lap.

"It's ok. You're fine...I'm not holding anything against you..." he coaxed.

Rosie was hauling a load of clothes into the utility room and overheard them talking. She slowly backed up and peeked into the room. Otto didn't notice her nor Anna. Rosie stood there for a few seconds longer enjoying the view. She regretted not owning a camera for this moment should have been saved in an album. It was a truly beautiful sight seeing Anna crying on her husband's shoulder and Otto almost crying himself. This was repentance in it's prime.


	9. Realization of Attitude

Chapter Nine

The week stretched onto Friday night. Hillary was busy getting the pizza ready, getting the movies out, making sure they had popcorn, and the like. She was anxious to give Anna the grand tour of her home.

The doorbell chimed and Hillary slid across the floor in her socks and opened the door. There stood Anna-her arms holding her sleepingbag, toothbrush, and a bag filled with various sleepover accessories-and Otto.

Hillary smiled and waved. Anna smiled and waved back with one of her tentacles. Peter got up from where he was sitting and walked up behind his daughter.

Peter's smile faded as he caught sight of Doc Ock. But this was his daughter's sleepover, so he pasted on a smile. "Hey Anna. Hillary's told me so much about you."

"Hello Mr. Parker." Anna greeted. "Hillary's told me a lot about you also."

Peter blushed. He looked up at Doc Ock, who had been standing there silently, and straightened his face. "Hey Dr. Octavious. Long time no see." He greeted.

"Hello Peter." Otto said almost with a scowl. Hillary invited Anna inside and they ran off to her room.

"You aren't still holding a grudge against me, are you?" Peter asked.

"No. I do not hold grudges. Fifteen years ago I wanted, and tried, to spear you... mercilessly... and painfully." He said. Peter cringed at the mental picture of him stuck on a blade from Doc Ock's tentacles like a marshmellow on a stick. "Now, I merely desire to strangle you." Otto finished casually yet not taking his eyes off of Peter.

"That's an improvement." Peter teased. With a threat like that, anyone else would be terribly afraid of Otto and try not to say anything that might affent him. Peter, on the other hand, talked to him like he would to anyone else; and although it was dangerous and usually annoyed him, Otto found it soothing that someone still took him as a person and not a monster.

"Don't joke." Doc Ock said solemnly. "You may be able to laugh about it now, but I suffered."

"I've suffered too. I know how it feels." Peter said compassionately. "I'm not trying to hurt you." Doc Ock nodded although Peter could tell that he didn't truly forgive him. "I'm sorry about that hard time, but I had to do my job." He explained.

Otto noticed Mary-Jane watching from the hallway – this he got a kick out of. "Ah hah! So you married her after all!" he laughed.

Peter smiled. "I haven't seen you happy since that meeting at your house." He was relieved to be on a different subject; their earlier discussion was almost as nerve wracking as it was explaining why he hadn't caught Spiderman to Harry before he knew his secret.

"I'm capable of good humor." Otto said. "But I'm all serious right now." He said drawing back into his regular tone. "Rosi insisted—"

"Rosie?" Peter raised an eyebrow interestedly.

Doc Ock realized that, as always, Peter had gotten the information out of him one way or another. That was a woman's job – they were supposed to be the ones who got men to tell them anything. When Rosie did it to him, it was releaving to know that the worst was over. But when Peter did it, it just annoyed him.

"So that's why you were in the waiting room at the hospital and why your daughter looks like her." Peter filled in the missing spots of the puzzle in his mind. It was that very quality that made him the perfect material for the Daily Bugle. One word, just one word, and that boy could figure out what you had been doing the last fourteen years.

"Man, that cat's fat!" Anna exclaimed from Hillary's bedroom.

The scream reminded Otto of what he origionally wanted to say. He scowled at Peter, "Listen Parker, if you do _anything_ to my daughter, you'll be sure to hear from me." Otto snapped a pincher in Peter's face.

"Is that a threat?" He asked unrattled but interested.

"Yes. And you'd better take it seriously." He growled as he waked down the metal stairs leading to the Parker's appartment.

"Oh come on Doc. What do you think I'm gonna do?" Peter called after him.

"I don't know. I don't even want to think about it. I didn't even want to let her come over, but Rosie insisted that I let her." Doc Ock replied. "I'll be here at eleven sharp tomorrow morning. Nothing had better be abnormal." He warned. Otto walked on his bottom tentacles to the bottom of the stairs and onto the sidewalk. He stepped on a pumpkin, set to be festive, by the railing and glanced down at his tentacle stuck in the gooey mess. "You might consider buying a new pumpkin." He offered picking the large chunks of pumpkin from the tentacle's segments.

"You might consider getting your tentacles dry cleaned." Peter replied with a smile.

"Ha ha. Very funny."Otto said walking on his bottom tentacles down the sidewalk. Peter closed the door and went back inside. "Hey Anna, are you hungry?" he asked.

Anna and Hillary poked their heads out of the door. "Famished!" Anna answered. Hillary nodded.

"Do you want to eat some pizza?" Peter asked.

"Sure." Anna replied. The two girls walked down the hall and followed Peter to the kitchen. Two pizzas were already set up ready to be eaten on the kitchen table.

"Do you want to eat in here or in the livingroom with a movie?" Peter asked handing each of them a plate.

"In there." Anna concluded after passing a glance at Hillary.

"Ok. Go ahead and pick out what kind you want." Peter said walking out of the room.

Anna took half a piece and Hillary took two. They walked into the living room and sat on the floor for they were going to be doing nails shortly. Anna lowered her tentacles to the floor so that Hillary's parents could see also. The tentacles made the floor apear to be lined with electric wire or something.

The tentacles' pinchers were closed and quietly lying on the floor; but they were upset – Anna could sense it.

_**Could we watch the movie?**_

_**It sounds intriguing.**_

_But you'll be in everyone's way. _Anna told them.

_**So?**_

_So...I'm trying to give them the impression that I can control my tentacles._

_**What if we stay low to the ground?**_

_**Please? We won't get in the way.**_

_**We promise!**_

_I guess. Just don't blow it. _She gave in. The tentacles opened their heads and looked at the screen awaiting the movie.

Hillary eagerly took a bite of pizza but Anna only watched the screen. Hillary leaned towards her, "Aren't you hungry?" she asked.

"Oh yes. But my body can't take over a certain amount of fat in my bloodstream. It becomes difficult to support my tentacles. I've taken a few bites." She whispered to her.

"Ah...no wonder you're so skinny." Hillary teased. Anna smiled. "Uh, no affense, but does your dad have that kind of limit? Because...I mean—"

"It's fine." Anna cut her off." He does. But his tentacles don't depend so much on his body as mine do. He just can't have really sticky things like peanut parfeits. But, of course, he didn't like them very much anyway." Hillary nodded satisfied with the answer.

The beginning sponsors flashed across the screen in their own unique ways. Mary-Jane noticed that Peter was deep in thought. "Hey. What's up?" she whispered.

"I don't know whether to trust her or not." He answered under his breath. "She seems nice, but I don't know how much she listens to her arms. She may be weaker than Octavious."

"Or she may be stronger." Mary-Jane added.

"True, but still, I'm a little uncertain."

"What do you think she'd do?" Mary-Jane asked trying to get Peter to imagine what could possibly happen over night. "If she came into our bedroom, you could deffend us."

"What about Hillary?" Peter asked.

Mary-Jane was silent for a moment. "You don't thing she'd go after Hillary, do you?" she asked in horror.

"I don't know what to think anymore. The world was so much easier when there weren't so many super-beings around." Peter said.

Anna held her jaw firm as she stared at the screen.

_**They were talking about you.**_

_I know. I heard every word. _She told them. Anna tried her hardest not to cry. _They...they don't trust me. They think I'm a monster! Just like everyone else does. _She thought to herself as a tear leaked from the corner of her eye. She stood up suddenly. "I—I need to use the restroom." She stated.

"Oh, it's down that hall and to your left." Mary-Jane pointed out. Anna walked briskly down the hall and into the small, tiled room. She locked the door ahd sat on the toilet seat. Anna placed her face in her hands and cried. (although not loudly enough to hear) Tears splashed on the floor. How could they believe such things? They seemed so understanding. It was fortunate that she hadn't been wearing makeup for it would have smeared.

Time had passed and she remained in the bathroom afraid to go back out to the people who she had just realized were expecting her to stab them in the back. Hillary became concerned about her friend; the movie was almost done. She arose and walked to the bathroom door. Hillary knocked on it several times. Anna? Are you ok in there?" she asked. The door slowly unlocked and opened. "Anna! You look like you've been crying! What happened?" she asked softly taking her hands.

"Hillary, could we skip the movie and go straight to your room?" Anna asked.

"Sure. But are you still hungry? You hardly ate anything. We could take something back." Hillary offered.

"No. One night won't kill me." Anna replied solemnly. "Come on." She and Hillary went into her room and shut the door. Anna spilled evrything that was bothering her to Hillary and Hillary told almost everything she knew to Anna as they did eachother's nails.

XXX

Morning came and Anna felt a lot better. After a late breakfast, they had an hour to spend with eachother. In this time, they decided to make friendship bracelets for eachother. They got them done just as the doorbell rang.

"It must be my dad." Anna said getting up with a smile.

She opened the front door and, sure enough, there was her father standing there (dressed in his usual leather coat) and Rosie by his side – her eyes glimmering in the morning sunlight. "Hi. So you ready to go?" he asked with a smile.

It was obvious that Otto wanted to get away from that house as quickly as possible. Rosie nudged him indicating that he was rushing. "So, did you have fun?" she asked as Hillary walked to stand by Anna's side.

"Yah. It was great." Anna replied.

"Well that's good." Rosie said. As Rosie talked, a strange van slowly drove by the house. No one paid attention to it – besides, cars had to drive slowly in the neighborhood. It stopped. All of a sudden, a shot was heard and Otto cried in pain. He gripped his shoulder and turned around quickly. His tentacles tentased up and their jaws made ready; like Legolas with a bow ready to shoot. Another shot was heard and this time Otto couldn't take it. He suddenly felt weak on his own legs and passed out on the floor.

"Oh my gol!" Rosie yelled as she stooped over her husband. She removed his hand from the defensive position over his shoulder and saw two holes a few inches apart bleeding dangerously. "Oh my gol he's bleeding!" she exclaimed ripping his coat open.

"Dad!" Anna screamed running to him.

Rosie pushed both hands on his shoulder to stop the bleeding. "Hillary, get something to wrap his shoulder with." She directed. Hillary, still in shock, nodded and ran into the kitchen. "He's still breathing. That's good." She said.

This small group of people with guns jumped out of the van and threw her off of her husband. "What are you doing!" Rosie screamed at them.

They ignored her and handcuffed Otto's hands. The group of atthorities also binded his tentacles with a brace locking them into pairs that didn't really look like it would hold. They all picked him up and carried him to the van hurriedly.

Rosie and Anna ran after them and Rosie viciously grabbed one of their shirts. "What is going on!" she demanded.

The man pulled her off and pushed her aside. "Please stay out of the way ma'am." He said. They shut the doors and the last one got in the driver's seat. The car got going; Rosie still clung to the door handle.

"Leave him alone!" She cried. Anna held onto the antenna with her natural hands also.

"Don't take him!" Anna yelled. The van drove faster forcing Rosie and her daughter to let go. Anna got up on her bottom tentacles and ran after them.

The men saw her in their review mirror. "Who is that?" the driver exclaimed.

"I don't know. But we've been trying for years and we've finally got him. Don't let her take him back." The leader ordered from the seat over.

Anna launched her top left tentacle at the van and caught the car door on the driver's side breaking the window glass. She ripped the door from its hinges and the driver shot her in the leg. Anna screamed in pain and the tentacles set her on the ground gently.

The van drove off and Rosie noticed that her daughter was down. "Anna!" she gasped as she ran as hard as she could go to Anna. Anna was lying on the ground gripping her shin. "Anna! We need to get you to the house!" Rosie declared trying to pick her up. "I'm sorry Anna, but I can't hold you. Do you think you could walk on your tentacles?" she asked. Anna nodded with tears of pain in her eyes. She got up on her tentalces and walked slowly to the house.

When they got inside, Peter helped Anna sit down on the couch and Hillary held a moist rag on the wound. "We need to go after him! They can't take Dad!" Anna paniced

Rosie was sitting in the kitchen overwhelmed and trying to calm down. Mary-Jane got her some iced tea and set it in front of her. "I can't belive this has happened. I can't believe that I was convinced he was dead for five years and then found he was alive, and then fourteen years later, he's taken from me again."

"It'll all turn out. Don't worry." Mary-Jane assured Rosie.

"It's just, I don't know what to do. I can't go on like this. I can't loose him again."


	10. Taking Charge

Chapter Ten

Anna paced the floor with her tentacles nervously. What to do, what to do, what to do. A couple hours had passed and she felt a lot better after they removed the bullet from her leg. Although not much time had passed, Anna still felt that they had wasted perfectly good time which they could have used and was anxious. The Parker and what was left of the Octavious family all sat in the living room quietly. They all were in shock, and Rosie had to leave the room for a while, but the most alarmed was Anna.

"Everything'll be alright." Peter assured her.

"He's being held captive and who knows what they're doing to him." Anna said.

"New York's jails aren't like the jails you read about in fairy-tale books. The prisoners are kept very well." Peter comforted.

"They took him away so brutishly. Who knows? He could have a death sentence by now. He could even be being exicuted right now." Anna said picturing the horrible sight of her father being strapped into the electric chair.

"The authorities wouldn't be able to exicute him without a fair trial first." Mary-Jane said.

"But he still could be being tortured. They could be drilling him, or his cell mates might be beating on him." Anna persisted – tears welling in her eyes.

Peter signaled for her to sit down. She wiped her eyes and took a seat. "Anna, your father – dispite everything he did wrong – was a great man. And he still is. He's able to handle a few tests." Peter chuckled a little. "If he couldn't handle tests, he'd be dead by now. He was always testing things on himself. Giving Rosie heart attacks." Anna ceased to smile. "Things'll turn out Anna. Don't worry." He said with a smile.

The sincereness of his voice surprised Anna. It sounded as if Peter didn't have a single doubt. With this trust in the truth, Anna built up the courage to ask Peter what she had been meditating on the whole time. "We're going to get him, right?" she asked quietly.

Peter frowned. "No. I'm afraid not. Technically, the police _do_ have the authority to capture him."

"But—" Anna stopped herself.

"But what?" Peter asked. Anna thought that was close. She almost revealed that she knew Peter's secret. With that information, Mr. Parker might pay closer attention to her. She couldn't take that chance.

"Nothing." She answered lowering her eyes. "But, why can't we go get him? We should have the right to free him." Anna protested.

"We do. But we aren't going to use force. We're going to testify on his behalf in court next week." Peter replied although he himself didn't want to take the long way around. Peter understood why she wanted to use force; he did also. He could easily slip in and out without causing a rucus, but he couldn't give that bad idea to Anna.

"Next week!"

"I'm sorry Anna, but that's how we need to play the game." Peter finished getting up and heading down the hall.

Anna looked at Mary-Jane. "Sorry. Peter's right." She replied softly following her husband down the hall.

"Hil, I need you." Anna stated.

"Anna, you know it wouldn't be smart to go after him." Hillary said solemnly getting up. She felt awful about declining her friend, but she also knew that stealing Otto from the facility would only bring more police to the matter.

Anna spotted Rosie in the doorway of the kitchen. She looked pale with fright. Anna ran to her. "Mom, please." She pleaded.

"I'm sorry Anna. We can't." tears began blurring Rosie's vision and her voice became quivery. "We just can't." Rosie rubbed her forehead and went to sit down on the couch.

Anna followed her with her eyes. "Not if I can help it."


	11. Imprisoned

Chapter Eleven

Doc Ock struggled to regain consciousness. The slight murmur of voices streamed through his ears once in a while breaking the silence. His tentacles remained quiet and graciously allowed him to sleep. Doc Ock tried to lift his hand to rub his eyes, but found it impossible.

With this new information, he shot his eyes open. He was strapped to a tilted metal table. Metal bonds held each of his limbs sturdy. Otto struggled to no use.

It was as if his appendages had been asleep along with him for once he realized what had happened, they became conscious that they were held steadfast to the ground with metal strands that gripped their heads.

_Help! We can't get out!_

_We're stuck!_

_Help us! _They panicked.

Otto couldn't get them out either. _These locks are too strong for my hands. Can't you break free? Aren't you strong enough?_

_Yes. We're strong enough, but this isn't a good position._

_If but one of us were free, we all could get out._

_And then break your bonds._

_Try harder._ He pleaded them. Otto watched concernedly as his tentacles pulled their hardest.

A man slowly emerged from the shadows of the empty room (they had placed him in a separate section of the building to keep him away from the other prisoners). "Well, Doc Ock. So the game finally ends. We've got you at last." He smiled cruelly.

"There was a game going on?" he asked cockily.

"Oh aren't you smart today." The rough looking man commented annoyed reaching over for a remote control. He pointed it at the wall and pushed a button. A screen came out and security footage began showing. A destroyed car, stolen products, and a trashed restaurant. Doc Ock watched the screen without emotion. "That was from over this summer." Another screen came down. "And this one's from your reign." Almost the same thing rolled across that screen. Doc Ock watched it. A taxi cab through the window of a restaurant, the hour hand torn from the clock tower, a robbed bank – these didn't startle him in the least bit. The last one showed across the screen – the hospital room. On the screen lay many people dead, some of which were rather grusum. He was disturbed by the sight, but not guilty of anything. Otto knew he should have cared more about it, but he couldn't. It was as if that part of his brain had shut down over the years.

The man paused the two screens to compare them. "These techniques are exactly the same." He observed.

"Your point?" Doc Ock asked.

"My point is you did both crimes. Isn't that right?" he asked.

"What? No! I haven't committed a crime for around fourteen years!" Otto defended.

"And how are you going to prove that? What makes you think that I'd even consider buying that?" the driller asked.

"Well, if you did your job and investigated the crime scene, you just might find fingerprints." He snapped back.

"Well, who's to say you didn't just use your tentacles? You wouldn't leave any prints then, now would you?"

"For your information, I always prefer to carry the item in my natural hands if possible."

"That wasn't my question, Ock." The interrogator snarled.

"Too bad. That was my answer." Otto glared. Doc Ock had lost most of his respect for the police. After his hard time with them witch-hunting him down, even though he knew that they had the right to and that they were doing the right thing, he still didn't think of them as his friends. In his eyes they were the same as everyone else – they didn't understand or protect him – the only difference was that they carried guns – which he had lost fear of.

"That tongue's gonna get you into trouble." He commented.

"Looks like it already has. But this is probably homey for you, isn't it?"

"No. Believe it or not, I actually have a nice home and family. But his is what your home looks like no doubt." The interrogator said.

"Well, believe it or not, I have a loving family waiting for me at home" Otto snapped.

"That's impossible. How could you support a family when you can't even respect someone else's life?"

"I do respect others' lives!" Doc Ock defended.

Neither of them realized it, but this unorthodox form of interrogation was working like a charm. Although that wasn't the method being used, by insulting and correcting, the interrogator had learned much behind the scenes of the one he was interrogating.

"You're getting off the subject. Tell me the truth. Did you commit these crimes?" the man demanded.

"No." Doc Ock replied.

"Don't play with me, I want the truth!" he yelled.

"I told you the truth!" Doc Ock yelled back.

"How about you stop deceiving and tell it right?"

"How about I stab you through and throw you out the window? I just told you I didn't do it! What more do you want?" Doc Ock glared at the interrogator. The man was quiet obviously ticked off by this comment.

"You need to lighten up and tell it straight." The interrogator calmly stated.

"You want my day in full? I'll give it to you: I woke up at six this morning to work on a project. Then ate breakfast. I went back to working, and then set off to get my daughter from her friend's house, and then…oh yah…I was shot by one of your staff's goons! And then I had to talk to this annoying interrogator with a tacky good cop/bad cop act."

"You're digging yourself into a hole, Ock."

"No, I'm digging you one. You've almost run out of threats, haven't you?" Doc Ock asked.

The interrogator got up in Otto's face." Look, you're making it harder on both of us. Why don't you just cooperate?"

Although hated the cop might have been, Otto knew he was right. He had gotten carried away with his pride that he had forgotten about clearing his name; and a death threat might not have been the best way to do that. "Ok listen, all I want is to be released back to my family. I didn't do those crimes." Otto stated calmly and peacefully. The interrogator was quiet and stared at him. "What am I supposed to do to clear my name? I've given you the truth." He said a little annoyed.

The man crossed his arms. He looked into Doc Ock's eyes trying to decide whether to believe him or not. He had done so many crimes, who wasn't to say he wasn't just putting on an act? The man had already been emotionally scarred by Ock; his wife was the Chinese woman in the operating room that one night. His feelings of anger were getting in the way of his judgment. "I'm not buying it." He said.

"I—what do I have to do to prove my innocence? Just tell me." Otto pleaded.

"I don't think you can. Where I'm standing, you're guilty. But, you are a citizen…technically." Otto looked at him strangely. "So, whether or not you deserve it, you get a trial Friday. Until then, you're staying right here." The interrogator said unlatching Doc Ock's hands.

Otto pulled them out quickly and rubbed his wrists; the bonds had been tight and uncomfortable. His wrists were blistered and sore because of the extent that he had been strung there. The man clasped them together with handcuffs. "And buddy, I know you can get out of here and all, but I would suggest staying put if you want to even have a chance at being declared a free man."

Doc Ock sighed in defeat as the man unlatched the bonds from his stomach, knees, and ankles; he stepped down the small metal steps coming down from the metal table. The interrogator pushed a button releasing his tentacles. They lashed out but Doc Ock told them to behave.

The man led him down the hallways to his cell.

_We must get out._

_You know that._

_We're getting out tonight._

_We will be free._

_That way we will get back on task._

_No. We have to stay here._ Doc Ock said reluctantly.

The man opened an empty cell door. Doc Ock slowly walked inside. The man closed the door and walked off.

Doc Ock sat down on the bed with a sigh. He hated this. He knew he could free himself in a second- like he used to- but he had to go the long way- the right way.

_Why are we staying here?_

"Because we need to. It's the only way to get out." Doc Ock answered.

_But that doesn't make sense. The way to get out…is to get out._

_Staying put won't get us anywhere._

_Is this another one of those human customs?_

"Yes." He answered with a sigh. "Well, we have enough time, we could work on writing out notes." The tentacles searched the room and found a dusty notebook wedged in the wall with a pen.

They brought it to him and he opened it. It was a diary of the previous prisoner. "'July 12, 1993:

'I have often wondered if my cat powers enriched a taste for tuna. I'll find out soon enough for today's tuna day in the lunchroom.

'-Cat Woman' interesting." He commented tearing the page out, crumpling it up, and throwing it on the floor. The diary entry would have intrigued him more, but he had no time to read some prisoner's written feelings, he had work to do. Doc Ock uncapped the pen, put it to the dusty, stained paper, and wrote.

WWWWWWWWWWWWWWWWw

A few hours had passed and Otto continued writing. This new project he was working on wasn't going to fail, not like last time. This time it was going to work; he was going to regain his title.

All of a sudden he heard an explosion from down the hall. Otto jumped up and ran to the prison door. He clasped the metal bars in his hands and stuck his bottom left tentacle between the bars to find out what was going on. After a few seconds, it came back and looked at him.

_It's our daughter. _It replied.

_My daughter!_ He corrected them trying to see around the corner for himself.

"Put your hands up!" a policeman yelled running past Doc Ock's cell with a gun. Otto grabbed the officer with one of his tentacles and banged him against the bars. He dropped him to the ground and reached into his hand. Otto took the gun and hid it under his pillow.

More men ran past with guns. Otto grew nervous; if he stayed put, his daughter might get shot. If he broke out to rescue her, he might never see her again.

_We need to get out._

_Our daughter needs us._

Doc Ock toyed with the bottom of his shirt uncertain of what to do. Shots rang out and Anna screamed. Otto gave into the tentacles influence and tore the cell door open. He ran out ready to give his life if necessary. "Don't you touch my Anna!" he yelled as he turned the corner, but all was silent.

His eyes grew in horror and he pulled back. Anna was standing in the middle of a defeated army lying on the ground. She wore Otto's trench coat, hat, and sunglasses. Otto gasped at the sight; she looked just like him – in the image he had tried so hard to prevent.

Anna's tentacles noticed Otto first and turned towards him. Anna looked up nervously. "Anna, I…I" Doc Ock was speechless.

"Come on Dad, we need to go." She said taking his hand and pulling him along.

"But Anna, you—you," Otto began again. He felt so disappointed. His daughter had killed. Anna, his little girl, not so helpless anymore.

"We need to hurry. Before they send reinforcements." She stated hurriedly. She didn't even seem to care about the deaths.

_She's been listening._ He thought as he pulled away. "I have to stay here." Otto stated.

"No you don't, because I'm here. Please Dad? We want you home." She said, her voice quivering.

Otto pulled her closer and hugged her. After a few moments of silence he set her squarely in front of her. "Anna, staying here is the only way out. I have a chance to clear my name and, by jove, I'm going to take it."

"But what if they don't free you?" Anna asked as tears built up.

Otto paused, "…Well let's not think about that right now. The reinforcements aren't here yet, so let's talk. How's your friend…uh…Hillary?" he asked wiping them away.

"Fine. She's doing fine." Anna squeaked.

"Is Mom ok?" he asked concerned.

"She was really worried about you."

"And I her." He answered with a smile. Otto's eyes trailed down to his daughter's leg, which was wrapped in a bandage from the knee down. "What happened to your leg?" he asked as one of his tentacles curiously lifted the edge of it. Another one scanned it.

"Oh, it's nothing." Anna assured him as one of her tentacles pushed Doc Ock's tentacle away from her leg.

_She was shot. There are traces of led in the wound._

"I'm told you were shot." He said with a face of solitude.

"I'm fine. Mr. Parker took care of it." She stated lowering her eyes in thought.

_**Father obviously doesn't realize what he's in.**_ Anna's tentacles said. They knew Otto as "father" because that was what Anna referred to him as.

_**He is troubled.**_

_**Being home will clear his thoughts.**_

_We want to speak to them! Please let us! _Otto's tentacles pleaded.

_Please, please,_ _please,_ _please,_ _please,_ _please,_ _please…_

Otto sighed and rubbed his eyes. _Fine. But only one send and return. _He looked up at his daughter. "My appendages wish to speak with yours. It's degrading, and pretty stupid, but could you speak for them?" he sighed embarrassedly.

Anna shrugged. "Uh, this is kind of a bad time, don't you think? We were talking." She said with a broken face. She wanted to talk to her dad before he had to go. Anna knew that he probably wasn't going to be freed; this may have been her last chance to talk to him freely.

"Just one comment. Please, Anna?" Otto pleaded.

Anna sighed. "Ok."

Otto was quiet waiting for his tentacles to make the decision of what one question to ask their children. "They ask: 'what are yours working on, and how is it coming along?'"

Anna answered, "They answer: 'An algebra chapter and it's going superbly.'"

_See? Now that wasn't so hard, was it?_

_You're lucky that I did that for you. Don't push it._ "So back to us, how's school going?" before Anna could answer, a dart shot and stuck into Otto's neck. He cringed in pain and turned to see an officer crouched behind a corner. "What is up with you and injections!" he exclaimed tearing the needle from his skin and crushing it on the floor.

Forgetting his goal to be a good example to Anna, Doc Ock threw a tentacle at the man. He rolled out of the way. Otto had just launched another when he heard guns click as if being loaded by at least twenty men. He turned slowly around and, behold, standing there were many policemen holding guns on him. "Get out of here, Anna." He commanded as he made ready to defend himself.

"No, I want to stay here with you." She protested grabbing his arm.

"I gave you an order! Now go!" he yelled. Anna stepped back startled. She then ran out of the room in tears. Anna got out but sat atop a neighboring building and, looking in slightly at her father trying to fight off the police, saw him become slower and slower until eventually he collapsed and the men drug him to a jail cell. Disturbed by this, Anna looked away; she felt she could have prevented it.

_**We could have stopped it.**_

_**But you insisted on listening to father.**_

_**We knew what was good for him, but no one listened. **_They lectured.

"You're right." She admitted. "We could've stopped it. But we didn't. Now it's too late." Anna assured herself. After the scene was all over, she climbed down and headed for home.


	12. The Courtroom Debate

It was Friday morning. The day appeared as if it would heat up, but the morning fog created a creepy look. Rosie and Anna stayed Thursday night at the Parkers' persuaded by Mary-Jane. Anna and Hillary stood before the mirror solemnly getting ready for the trial. A piercing, anxious silence hung in the household preventing anyone from smiling.

Anna silently brushed her hair while staring at herself in the mirror. _He won't win, _she thought._ They're not going to let him go…_

Hillary was buttoning her coat. She looked over at Anna. "You ok?" she asked.

"Sure." She replied. Anna continued staring at herself in the mirror and brushing the same spot of hair over and over again.

Hillary grabbed Anna's brush and pulled it down. "If you brush that spot anymore, you'll be bald," she commented, trying to lighten the mood.

It took a moment for Anna to get out of her trance. "Huh? Oh. Sorry." She set the brush on the dresser.

Hillary could sense that Anna wasn't as ok as she had said. "It'll go fine," she assured her friend.

"You don't know that," Anna retorted, her tentacles hissing, then calming down. "Sorry again. It's just, I'm so afraid for him. I've always taken Dad for granted but now... I can't bare the thought of him not coming home. He's the only one who actually understands me." Anna wiped her hand over her eye. "I—I've got an eyelash in my eye," she sobbed, wiping harder.

"Hillary, could you come here for a moment?" Mary-Jane called from down the hall.

"Sure, I'll be right there," she answered. Hillary hugged Anna lovingly. "It really is okay to cry." Anna hugged her harder and the tears came. "Things will work out eventually. And I'll be with you through it all. Don't worry." After another moment, Hillary walked off down the hall and Anna wiped her tears away.

_**Don't get too distracted by her.**_

_**She's only trouble.**_

_**It's in her blood.**_

"Hillary's my best friend," Anna said.

_**If you aren't careful, we may be pulled out of our plan.**_

"What—what plan?" Anna asked fearfully walking towards the living room. A tentacle faced her and she jumped.

_**We will brief you on it later.**_

"Hey, I'm the one in charge here, I deserve to know what your planning behind my back," Anna said. _Whoa, bad pun, s_he thought.

_**You shall be told in time.**_

"Ok. After the trial. As soon as the judge dismisses us, I expect a briefing."

_**Fine. After the trial.**_

_Control them. Don't let them control you. _Anna remembered her father saying. As time went on, she realized more and more that her father's tips and warnings were true. They were advice drawn from experience.

Everyone got in the car and drove off to the courthouse.

XXX

The judge walked up to the front and took a seat; the room went silent until Otto, surrounded by policemen slid behind the table next to his lawyer: the nervous little thing hardly looked up at him. A guard was stationed at each tentacle wrapped generously in padding, duct tape and tied to the others with steel cables. One of the policemen turned the armless chair sideways and pushed Otto into it.

"This court is now in session." The bailiff announced. He looked at the judge and the judge nodded.

"This man, standing before you, has been charged with murder of the second degree, murder of the first degree, vandalism, attempted murder, abduction…" the judge went on.

_Sure I'm going to sound guilty if he states it like that._ Otto thought.

"Mr. Ock…"

"Octavius, please," Otto corrected the judge.

"Ok, Octavius," the judge agreed. "How do you plead?"

"Not guilty," he answered. The jury gasped. The tentacles clicked happily beneath their padding.

"Have you seen the security tapes?" the judge asked. "There isn't much room for argument."

"Judge, can I say something?" Peter spoke up, standing. This drew the judge's attention. "He was under influence."

"Intoxication by drugs is against the law also, young man," the judge answered.

"Your honor, he wasn't under the influence of drugs, he was under the influence of those," he defended, pointing to Otto's tentacles.

_They are talking about us! _The tentacles squealed in confused distress.

_Why are they bringing us into the matter?_

"They are a strong voice and have a say in anything he does. They have a mind of their own and often overrule his. Your honor, he never wanted to hurt anyone. They're in his head, messing with his thoughts. Tempting him. The actuators controlled him."

Otto gave Peter a thankful smile.

"They're machines," the judge protested flatly. "We can't try machines. And besides: if what you say is true, Dr. Octavius is still dangerous and something must be done about him."

"He used to have a microchip that kept them under control," Peter continued, desperately. "Maybe he could make it again."

"Thank you, sir," the judge dismissed him and Peter sat back down. "Let the lawyers do the arguing, please. Mr. McDuff, please state your argument at this time."

A man in a sleek, black suit stood up and turned to the judge, "Thank you, your honor." He turned to face the jury. "Ladies and gentlemen of the jury, ask yourselves this: why should we let him go free? To wreak havoc like last time? He viciously murdered hundreds without a single thought to it."

_I did not kill hundreds, _Otto thought. He glanced at his lawyer beside him, who nervously thumbed through his argument. Otto wondered if he would be able to stand against the crushing accusations.

"On top of that, he ruined the West Side Tower and a small café costing hundreds of thousands of dollars. Not to mention almost caused the deaths of one-half of New York. And he didn't care one wit about it, did you?" he quizzed crossing his arms and looking testily at Otto.

"I cannot express how terrible I feel," he said with his head lowered. "I shouldn't have given in, but in my defense, I didn't realize what they could do when I submitted to them. I have been fighting them as hard as I possibly can, and I have a sparkling record to show for it. I don't even have overdue library books."

The judge began to strike his gavel.

"This isn't a laughing matter," the lawyer stated.

Otto looked into his eyes. "Who was laughing?"

"Dr. Octavius," his lawyer said carefully. "Please, let me handle this."

"Gentlemen!" the judge said, exasperated. "wait until he's sworn in."

"Yes." McDuff said, speaking to the jury again. "Influence or no influence, Doctor Octopus committed those crimes. If we release him, who's not to say that his 'tentacles' won't influence him again to do it again? Weakness of moral strength is no excuse for the tragedies it caused. We can't let him go free just because we feel sorry for what he has to go through. So the question boils down to this: 'Pity? Or New York City?'" the man sat back down.

"I object!" Otto's lawyer announced, standing. "I'm sure my client is just a man. He probably had no say in the matter."

"'I'm sure'? 'Probably'?" McDuff asked scornfully. "Is that all you have to go on? He obviously had control. They act according to his mood. This mental struggle of good and evil between them is hardly believable. The facts don't allow such a rash plead for insanity. Do they, Ock?" McDuff snarled.

"Order!" the judge began hitting the stand with his gavel. "Mr. McDuff, please stop interacting with the suspect. Now if you're quite done, please take a seat."

As soon as McDuff sat down, Peter stood once again, despite Mary-Jane's efforts to restrain him. "May I say something else?" he asked.

"You're out of order," the judge said.

"McDuff accuses Dr. Octavious of full control. He had control at the demonstration but the actuators are broken."

"Sit down or I'll have you removed," warned the judge.

"He is getting better at controlling his tentacles and deserves another chance," Peter continued. The jury began stirring and humming with alarming words.

The judge motioned for the bailiff to escort Peter outside. Peter jerked away, angrily, but in the end walked calmly out.

The rest of the trial didn't go much better.

Afterwards, Anna leaned over the railing to Otto. The actuators alerted him of her presence and he turned around, deep lines in his forehead.

"Dad, I can't do it. I just can't do it! I'm too weak!" she cried.

"You are one of the strongest people I know, Anna," he said, his voice shaking a bit at the edges as he thought about his probable fate.

"They keep telling me to do things, all the time, and I find myself wanting to do some of them: even the destructive things. I'm scared, Dad," she grabbed for him. "I can't do this without you."

Otto did his best to hug her with his hands handcuffed behind his back and saw Rosie approach. "I'm coming home," he promised, looking into both of their eyes in turn. "Legally. And if the worst should happen," he shrugged, with a forced smile to lift the mood. "I'll expect regular visits from you both, with cookies."

"I'll make you all the cookies you can handle," Rosie said, hugging Otto and kissing him waveringly on the cheek.

"I won't let them keep you," Anna replied stubbornly. "I won't."

Otto looked sternly into her eyes. "If that's what the jury decides, you will. Remember: your appendages are not your friends. Don't listen to them. Ever. Promise me, Anna."

Anna stared back into her father's eyes. She hesitated, but he was firm. "I promise," she finally conceded.

Otto smiled at her as the police surrounding him pulled him through the crowd.

"I love you both more than you could ever know!" Otto called to them with a brave smile. They returned their own versions and waved.

_She will come after you, _the actuators said, eyeing the crowd. _Do not worry._

"That's exactly what worries me," Otto mumbled back.

"Keep moving!" A young policeman said, pushing Otto forward.

Doc Ock turned back to the man. "I would advise against rough-housing me." He stated as the tentacles lifted towards him. "My hands may be bound, but they're the least of your problems."

The policeman jumped. He began sweating and gulped. "If—if you think that scares me, then—then you're wrong," he stated. "And threatening an officer is a federal offense."

"I was only joking," Otto replied as he allowed the poor, frightened man to do his job and walked in front of him into custody.

_We must attack._

_That policeman is close enough to strike._

_We are ready and we will act._

"No," Otto muttered to them. "We must stay. You do not act unless I tell you to."

_We will act._

"I am your master. You answer to me!"

"Whatever you say, Ock," said one of the older guards sarcastically.

"No, I was talking to…" he looked away. "someone else."

He arrived at his cell and went in, where they took off the handcuffs and locked him to the floor with heavy metal bands around his wrists, ankles, neck, and four on each tentacle.

The door was shut and thus ended the first day of court. Both sides of the argument seemed accurate – Peter's being the defendant. His lawyer seemed to pretty much agree with the prosecutor. Otto, himself, wasn't sure which side he agreed with. All he knew was that he didn't want to leave his family.


	13. Doubt

Chapter Thirteen

"You had no right to do that!" Hillary said angrily following her friend down the hall.

Anna strutted on ahead angrily and reluctant to listen to Hillary. "I didn't have a choice."

"Yes you did. You could have sat there."

"It would have worked if you hadn't run after me."

"If I hadn't run after you, you would've been arrested too." Hillary corrected. Anna walked into a room and sat on the bed inside. She looked down at her feet. She _was_ ashamed for what she had done, but it could have worked. Her father could've been free. He could have been standing in the kitchen that very moment instead of sitting in a jail cell. "Not everything can be solved by force." Hillary sat beside her.

"I didn't say that!" Anna exclaimed. "But force _was_ the better way freeing Dad."

"No it wasn't. Now because of you tearing through the ceiling right in the middle of court, the police think that your dad has a gang; and they're not going to let him go now for a long time."

Anna wiped her nose with her index finger. Hillary was being hard on her; she probably had a right to though. Force was her better judgement. She couldn't help it. Wait- force wasn't her better judgement, it was those tentacles. Once again, they had been wrong and had gotten her into trouble. Anna didn't know how they convinced her into doing certain things. She knew what was right and what wasn't, but it was as if she had no choice- no other thought.

Hillary scooted closer to Anna and gave her a hug. She sighed. "I'm not trying to hurt your feelings, Anna. You know that, right?" Anna nodded without looking up at her. "Ok. Don't worry. When the next court's in session, I'll be there right by your side."

"Thanks." Anna said smiling at her friend. Hillary smiled and left the room.

_**Don't listen to her.**_

_**She's a bad influence, a bad one we tell you.**_

_**This "friend" person will cause us to pummel to the ground.**_

"I already know that you don't like her."

_**And it would be best if you didn't get to know her.**_

"Hillary is my friend and I will _NOT_ let you take that from me." Anna bravely stated.

_**She wasn't much of a friend a few minutes ago, now was she?**_

_**She criticized us to death and just left the room.**_

_**Now either our scannings are wrong, and they never are, or you are troubled by her words although you try to pretend that you aren't.**_

"I guess so. I mean, she could have been a little nicer. And it's not like I did any real crime, right?" Anna reasoned.

_**Right.**_

Anna caught herself agreeing with the tentacles. "But she's my dearest friend and has a right to her oppinion." She stated hastily. "And I shouldn't have crashed court like that."

The tentacles seemed to groan and roll their non-existant eyes. _**You were on the right track until just a few seconds ago.**_

"No, I can't agree with you." She said rubbing her eyes.

_**Why not? Father does.**_

_**Yes. He relies on our ancestors.**_

_**And look at how powerful and happy he is.**_

"Dad isn't happy. Especially not now." Anna replied lowering her eyes reliving that morning session of court in her mind. She had tried so hard to free her dad, so hard to fix their family and maybe go so far as to say they were normal, and had taken one suggestion from her tentacles and ruined it all.

_**He is. Don't worry.**_

"Don't worry? How can you tell me not to worry?" Anna exclaimed standing up from the bed suddenly.

_**Because things'll go fine. You've got us on your side.**_ The top right tentacle lay encouragingly over her shoulder.

Wow, her tentacles were acting…kind. But, Otto had always told her that they were no good to listen to. Maybe he was talking about the old model. He couldn't have been talking about assistants 2.0 as he called them because these seemed kind. Maybe there was a glitch with her father's. Hers didn't seem like the flaw monsters he talked about.

_**No, we are better and more advanced than father's assistants. We do not obsess over a single goal.**_

Ok, so they hacked into her thoughts sometimes, but no one's perfect. Anna looked up at her tentacles thoughtfully. "You…can encourage?"

_**Yes. We are capable.**_

_**It is one of the many emotions and thoughts enhanced by Father's assistants through genetics.**_

Anna smiled to herself. Maybe they weren't as bad as her father had made them out to be. Maybe he was just hardheaded.

_**We will get him out.**_

_**But you seem stressed.**_

_**Maybe something else to think about.**_

_**There is an assignment for algebra exercising the use of negative exponents that is still unfinished.**_

_**Let's heed to that.**_

"Yes, that sounds good at the moment." Anna said walking out of the room to get her backpack. She met Hillary on the way out.

"Hey. I was a little hard on you back there. You ok? I'm sorry."

The tentacles turned to Hillary and hissed around her like hungry snakes. _What are you doing? Stop. _She told them pushing them aside slightly.

_**She is a bad influence!**_

_**Stay away from her!**_

"No she isn't." Anna corrected them. "It's ok. You're right. I shouldn't have done that." She said with a smile.

"I'm glad you aren't mad." Hillary said giving Anna a quick hug. "Anyway, I—I could have been a little softer. I didn't have to hit you over the head with it."

"Well that's true." Anna said with a smile. Both girls laughed at her joke.

"Ok. I've got to find Dad." Hillary said walking off down the hall to look for Peter.

Anna sighed and grabbed her backpack. She was glad to have made up. The most precious time and the moment remembered most vividly was when the fight was over and the anger was lifted. That feeling hung in Anna's heart and she had that traditional 'warm-fuzzy feeling.'

The tentacles weren't happy about Anna restoring a friendship with who they thought of as the enemy. Anna could tell they didn't like Hillary and had asked why several times, but they never did give her a solid answer so she had given up asking.

After another satisfied sigh, Anna opened her notebook. "Ok, now down to business…"


	14. Heartbreak

Chapter Fourteen

"Dad? Daddy?" Hillary called turning into the master bedroom. "Are you in here?"

Mary-Jane walked into the room with a load of clothes needing folding. "Sorry Hillary, Dad's off fighting-um..I don't remember what he's called…The Pink Zapper, Pink Shocker-"

"Pink Sparkler?" Hillary offered.

"Yeah, something like that." MJ said with a smile as she dumped the clothes on the bed to fold them. She held up a shirt. "Awe! Rust stains again! I am going to have to nag Peter to fix the softener." She told herself walking across the room with the ruined shirt and throwing it in the garbage can.

"Do you know when Dad'll be home?" Hillary asked a little tired of her dad being off fighting crime almost every time she needed to talk to him. To her it just didn't seem fair. Super heroes work their hardest to protect people - and spend all their time too - but never have a choice to stop or a retirement plan, or even holidays off. Now super villains, on the other hand, either disregard the people completely, or work their hardest to create misery for them; yet they can stop whenever they please and can go back to a normal life. Otto surely had, but her dad couldn't; unless he let down the people of New York City - and he could never do that.

"Pretty soon. Maybe in a few hours or so." Mary-Jane answered coolly.

"OK." Hillary answered in disappointment as she went back into her room. She found Anna on the floor on her stomach with her head propped up by her hands. A notebook full of numbers lay in front of her - probably math homework, there had been a large assignment on Friday. "Hi again." Hillary greeted standing in the doorway.

"Hi." Anna greeted back still consumed in her work. "Couldn't find your dad?"

"No." Hillary replied lowering her eyes. "He's off fighting some guy named The Pink Sparkler."

Anna smiled and her eyes expressed laughing although she didn't take her eyes away from the paper. "Did the Bugle give that name to him, or did the poor sucker make it up himself?" she asked finally looking up. The girls shared a hearty laugh as Anna looked back down at her notebook.

"Do you want to go out for ice cream or something?" Hillary asked after containing herself. Anna's brown eyes lit up. She nodded vigorously. "Great." Anna closed up her notebook and dropped it in her backpack along with her pencil. She arose and put her jacket on over her light blue top and pulled on her pre-tied black shoes. Hillary put on her coat and shoes as well and they both walked towards the door. "Anna and I are going out for ice cream, OK?" Hillary called to her mom.

"Sure that's fine." Mary-Jane called back relieved that they were thinking on something less gloomy than Otto going to jail. They then thanked her and walked out the front door.

Down at the ice cream parlor, Anna and Hillary sat in a booth near the window. Given that Anna hadn't eaten anything all day, she was a little more free to choose without thinking about the calories as much as usual.

She and Hillary had a milkshake, which was one of the few things their budget would allow. Anna would have worn her father's trench coat if the police weren't scanning it for evidence. She didn't know what they'd be looking for, though.

Hillary stirred her milkshake with her straw while smiling. Anna smiled back. "What are you smiling about?" she asked setting her elbows on the table.

Hillary giggled. "I was just thinking about our friendship. I'm so lucky to have a friend like you. No one else on the face of the earth has a friendship quite like ours."

"You mean that you're part spider and that I have four extra arms? Anna asked.

"Yeah, there's that, but also that we're true friends. I help you in times of need, and you do the same."

"But I've never helped you out. As far as I can remember, you've always been the one who's got my back."

"You saved me the torture of not having any friends."

"Oh come one-" Anna said looking away playfully.

"I'm serious! Without you there, I'd be the biggest loser in the school."

"No, you'd find friends, or friends would eventually find you. You have the kindest nature out of anyone I've ever met, and that's hard to find. And really, if you look at the facts, I'd be the one without friends. I mean, how many people, out of all the choices of friends, would choose me? Which makes me wonder, why did you choose me anyway?"

"Because you looked lonely and in need of someone." Hillary replied casually taking a sip of her smoothie.

Anna smiled warmly. "You hit the nail on the head." She said.

A boy, not much older than them, walked up to their table obviously, portrayed by his white shirt with a name tag at the corner of his chest, he was an employee sent over to mop up the ice cream spilt by Anna's bottom right tentacle.

**These 'ice cream' cones are tricky. **The tentacle dropped the cone to the floor in the mess of sugary goop.

"It is a federal affense to litter." Anna whispered to her tentacle playfully.

**It is? But it's on the floor. Just sitting there. How can it be illegal?**

Anna rolled her eyes. "I was teasing you." she explained.

**Oh.**

The boy had leaned over and was cleaning up the mess with a rag. "Those are fancy things you've got there." He commented without looking up.

Anna looked around to see who he could possibly be talking to. "What me?"

"Yeah." He said looking up at her.

"Thanks." She said while blushing.

"They look really cool"

"How did-"

"They look great. I mean, they look real. How'd you get them to look like that?" He complemented.

"I- well -I they're not- um- I mean thanks but they- they're like- I" Anna was tripping over herself and Hillary knew it. The boy laughed to himself as he stood and walked away with the wet rag now stained with ice cream.

Hillary peeked out from behind Anna to catch site of the handsome young man. She smiled and shook her head. Hillary then elbowed Anna and gave her a smirk. "What?" Anna asked holding her arm.

"Go after him." She said quietly.

"What?"

"Go after him." Hillary repeated.

"Why?"

"I saw your look for him." Hillary stated. Anna was silent. "So go after him, you know you want to."

"He's cute and all, but I'm just fine right here." Anna declared slumping in her seat and pretending that she didn't care.

"I think he likes you too." Hillary stated.

"He does!" Anna exclaimed with her eyes lighting up as she sat back up. "I….mean…that's fine. I don't like him though."

"Yeah. Uh huh. Sure." Hillary said. "Anna, you may be able to hide your feelings from some people, but I can see when you're lying."

Anna sighed and lowered her eyes. "OK, so I maybe would kinda like to talk to him, but-" before she could answer, Hillary shot under he table and before Anna could say a word, was already going towards the boy. She sat there nervously wringing her hands. Oh what am I going to say? What his he going to say? Hillary stood for some time talking to the man. Anna watched nervously at the two.

**Would you like us to increase our hearing?**

_No, that would be eaves dropping._ Anna answered. That right though, sadly didn't last long as she wondered more and more about what they were conversing about that would have taken so long. _OK._

The tentacles tuned their hearing into the fine sound waves coming from Hillary and the young man. Anna watched intently as she listened to their conversation. "Sure, that sounds great." she heard Hillary say to him.

"So it's settled. I'll come by tomorrow?" he confirmed.

"It's a date." Hillary answered giving him a kiss on the cheek. He walked off and Hillary went back towards their table, where Anna was staring at the opposite seat furiously. Hillary sat in the empty seat happily. Anna didn't say a word; she turned her head towards the window. Hillary cocked her head puzzled. "What happened?" she asked.

"That's what I'd like to know!" Anna answered.

"What are you talking about?"

"You know very well what I'm talking about." Anna stated angrily. "You knew I liked him, you knew it!"

**She has cheated you.**

"Of course I knew you liked him! That's why I went over there, wasn't it?" Hillary said.

"OK, so you knew exactly what I wanted so you could ruin it. That makes it worse." Hillary was confused. "I saw you over there flirting with him, don't try to deny it." Anna declared angrily leaning over the table towards her so-called friend.

**You can't trust her.**

**She's trouble.**

**Trust in us.**

"You don't understand, I was not-"

"I can't trust you," Anna interrupted. She gave her a disgusted look.

"Anna please listen to me," Hillary pleaded.

"No. I should've known you were only trouble, I should've known they were right." She said getting up on her bottom tentacles.

"They?" Hillary asked herself as Anna started for the door. "Anna wait! Who are 'they'? Who are you listening to! Anna! Anna, please!" she called getting up just as Anna went out the door. Hillary raced out the doors but her friend was gone. She looked around and tried to see across the neighboring buildings in her search. She saw not one multi-tentacled figure climbing across them. Hillary sat down on the curb troubled. She stared at the building in front of her. "I hope she's alright."


	15. Bumps in the Road

Chapter Fifteen

Anna arrived home and pulled out her house key. She didn't want to go back and face Mary Jane, or her mother, or anyone. She felt terrible about the incident back there and just wanted to be left alone. She opened the door and walked in. Her bottom right tentacle closed the door slowly as she heard a sound coming from the kitchen. She froze awaiting another one to be certain that there was a sound and she wasn't just hearing things. Definite footsteps were heard on the linoleum flooring. It was official, somebody had broken into their house and was now raiding their kitchen of valuables. She wasn't about to let the thief get away with it.

A two-foot blade stuck out of her top right tentacle and she crept along the wall. Anna hid around a corner as she began thinking if the person was dangerous or not. Preparing herself for the worst, she darted around the corner and with a cry pulled her tentacle back ready to jab. She screamed and the intruder did likewise as they both jumped away from each other.

Anna came back to reality and beheld the person in front of her. She gasped. "Dad?" Otto nodded looking at the ground. "Wha? What are you doing here? Why aren't you in jail!"

"Let's not talk about that right now." Otto said sternly. "Anna, where's your mother?" he asked with a great rush pushing his voice along as it quivered. He sounded urgent.

"She's over at the Parkers'." Anna replied slowly eyeing him as if asking why. Why would it matter so much? They had been over there when he left. Something was going on, she couldn't tell what, but her father never sounded this worried.

"And where's Peter?"

"Off fighting someone."

"Isn't that just like Parker." Otto mumbled to himself with a snarl. Her dad was acting very unusual. That tone of voice was even rarer than the last one. All of a sudden, he began breathing a little heavier. "No, Peter's a good young man. He hasn't done anything wrong." he corrected himself.

"Dad? Are you OK?" Anna asked. Otto ignored her. He had his eyes closed and his head bowed in his hand. She was really becoming concerned. "Is there anything you'd like me to do? A glass of water? A bowl of soup? Aspirin?"

"Yes." Otto said anxiously digging in his pants pocket. He pulled out a chain of keys and flipped through them. He found the one he was looking for and took it off of the wrung. Otto shakily placed it in Anna's hand and closed her fingers around it. Keep this. Put it in your most secure place. And don't let me get to it." Otto knew that door keys had no significance to him now, but it was the best he could do.

Anna opened her hand and looked down at the door key. "But, this is to the Parkers' door. Why do you want to keep away from this?" she asked.

"Just keep it." Otto commanded grabbing the food from the counter that he had gathered and walking into the master bedroom. Anna followed. He pulled out a black duffel bag from under the bed and hurriedly began stuffing it with things, including the food. Not so much clothes as pictures and photos of the family.

"Why are you packing a duffel bag?" she asked observing all of the photos he was sticking in there. _And why are you taking so many pictures?_

Otto grabbed his hat, sunglasses, and gloves. He slipped them on. "You must understand." he mumbled hurriedly walking through the living room.

"Dad, what is going on?" Anna demanded.

"Quiet!" he yelled turning back around as his tentacles hissed and chirped. Anna pulled back startled at his actions. Otto closed his eyes and shook his head. "I'm sorry Anna." he apologized.

"But what are you doing?" she asked a little calmer. Anna didn't want to arouse the same anger that she had just tapped into.

"Ask your mother. She'll know." was all he said. Otto briskly got up onto his bottom tentacles and clung to the side of the building. He seemed to have forgotten something and looked back towards his daughter. Otto stared her straight in the eye with a deathly serious expression. "Don't follow me." he commanded. Anna stayed put as Otto began climbing the building. She ran to see if she could spot him but he was already gone.

Anna stood for a while in amazement staring up at the sky. "What was he talking about?" she asked her appendages.

**We do not know.**

**He is probably just having emotional issues.**

**Father will be fine after a little while to himself.**

"You're probably right." she said as she went back into the house believing the tentacles' explanation of her father's mood and calling it good. Otto didn't talk very much of his past, nor Rosie. She knew that he was a criminal and that he fought Spiderman, but no one would tell her anything else. Whenever she mentioned the past to Otto, even if he was in a good, jolly mood, all the happiness would flood out of his face and he would become quiet. Soon afterwards he would give her the lecture on leaving past experiences alone and not bringing them up again. So far, her tentacles had been the only ones that made any sense that day. It was nice to know that someone wasn't out of their mind.

WWWWWWW

Later that day, when the sun began setting, Rosie had come home. She noticed that her daughter hadn't returned yet so she grabbed her backpack and now carried it home. When Hillary came back without Anna, Rosie became worried as was still apparent on her face. The tentacles were all looking out the window at the middle-aged woman walking down the sidewalk. She had obviously been searching for her daughter for hours and, now that the last place that she knew to look had come, was praying that her precious daughter was waiting there for her.

She walked in the door and saw Anna sitting on the couch gloomily doing her homework. Rosie dropped Anna's backpack by the door and ran up to her. "Oh Anna! You scared me half to death! When Hillary said you ran off after a misunderstanding, I-"

"Shedeservedit." Anna mumbled.

Rosie raised an eyebrow and cocked her head. "What?"

Anna didn't want to talk about it right then. Maybe she could get some answers out of her mom regarding her father's behavior. "Mom, what's wrong with Dad?" she asked.

"Honey, whatever do you mean?"

"Dad was acting really weird, like he had a split personality or something and handed me the Parkers' door key. He was really upset and freaked out about something, but he wouldn't tell me what. He said that you'd know." Anna explained. Rosie became quiet and lowered her eyes. "What is it? What's wrong with Dad?"

Rosie sat down beside her daughter and set her notebook on the floor. She moved several ways deciding how to begin. "Anna, your father, he...well...let's just say he's had some pretty bad influences." Anna didn't understand. Sure he's had bad influences, who hasn't? Was he being blackmailed or threatened? Given that Anna didn't answer, Rosie continued. "His appendages, they tell him to do things. Things that he knows are wrong. He created a micro chip to blot it out, but it was ruined in his fusion reaction attempt. He's gotten better in controlling them, but sometimes it gets so difficult that he almost can't take it. It is in those times that he has his breakdowns. When you saw him in jail-"

"Mom, he wasn't in jail. He was right here."

"But he couldn't have." Rosie said.

"Well, he must have, because he was standing right here."

"Oh, he's having a _really_ bad flare from the tentacles." Rosie had a tone of worry in her voice. "Where'd he go?" she asked getting up. She was going to go comfort him and, hopefully, soothe him enough to come to his senses.

"I don't know. He didn't tell me and told me not to follow him." Anna said. "He just ran out the door with a duffel bag."

Rosie began calming herself down. She sat back onto the sofa in disappointment that she wouldn't be able to be with him. "He wants to be alone. He's probably going to be sorting things out, and come back in a few days." Rosie turned to Anna and looked her in the eye with the same seriousness as her father. "Anna, don't listen to your appendages. They aren't better to listen to than real people. Don't choose them over your friends." she warned.

Anna was offended by this. "How do you know?" she asked.

"Because Dad told me. And he knows best out of all of us." Rosie explained.

**Don't believe her.**

**She is wrong.**

**Father is wrong.**

**We are best to listen to.**

"Well maybe he was wrong. Maybe the reason he got into all of that trouble is because he _didn't_ listen to his appendages."

**Father didn't listen correctly. That was his downfall.**

"Anna, be careful!" Rosie warned, "You don't know!"

**We know. Listen to us. We don't need her.**

"Yes, you're right." Anna agreed with the inaudible voices. Anna sounded like her father now more than ever. Rosie was becoming frightened.

"Anna, I don't like that tone of voice..." Rosie said.

**Living here is a burden to our development.**

"Yes, remaining here doesn't really make any sense." She agreed again.

Rosie was now pretty scared. Anna stood up with a blackness about her. "Anna, you stop listening to your tentacles, or-" her last attempt at controlling her was cut off when one of her tentacles grabbed her arm and threw her into the kitchen. Rosie slammed into a few of the chairs and hit the table. With a "thump" her head crashed into a hard corner leaving her unconscious on the floor.

Anna watched her fall. She wanted to help her, but something; some distant power pulled her mind and caused her not to. Her tentacles carried her outside and away down the street, away from the life she loved.


	16. Bitter Truth

**15 The Truth isn't Always What You Want to Hear**

A knocking came on the Octavious' door. A 14-year-old girl with short brown hair stood there anxiously wringing her hands. The moon now shown brilliantly through the clear night sky. She glanced around her as she awaited the opening of the door. The rough wooden door stood silent and she couldn't hear any signs of someone coming to open it. The girl knocked on it again harder. Still no one came to the door.

She stepped back to look at the house number. Yes, she was at the right house. Hillary slowly cracked the door an inch or two.

"Mrs. Octavious?" she called. Her voice echoed off of the cold walls. "Anna? Are you in here?" Still no one answered. Mrs. Octavious was supposed to have gone home. Had she stopped somewhere on the way?

Hillary opened the door further and poked her head in. "Anna, if you're here, I wasn't trying to hurt you," she explained stepping through the door.

Not one light was on leaving the house silent and creepy. "Is anyone here?" she asked walking through the short pathway, which brought her to the kitchen. The kitchen chairs were broken and tipped over on the floor. A figure lay under the table but Hillary couldn't tell what it was. She switched on a nearby lamp and then looked back down.

Hillary gasped. "Mrs. Octavious!" she exclaimed getting on her knees. Hillary grabbed Rosie up in her arms and set her in a chair. She put her hands over the unconscious woman. "Mrs. Octavious."

Rosie stirred and groaned. She slowly opened her eyes to behold Hillary standing over her with a worried expression. "Oh Hillary! Anna! She's in trouble! My Anna's in big trouble!" she panicked as her heart raced.

"Calm down," Hillary said calmly but it was apparent that she was worried herself. "What happened?"

Rosie took a long breath or two and then spoke more clearly. "When I came back here from your house, I found Anna sitting on the couch doing her homework. After talking to her a while, she got up with...I don't know what you'd call it...almost a darkness around her. I must have offended her. She kept talking to herself like Otto does, and when I tried to stop her from listening to them, one of those arms grabbed me and threw me into the kitchen table. After that, I blacked out."

This time Hillary was the one panicking. She tried her hardest not to reveal her anticipation to Rosie when she asked her the next question. "What kind of stuff did she say with her tentacles?"

"First she agreed with her tentacles about something, but I couldn't tell what. Just her tone scared me."

"And second?" Hillary pried anxiously.

"And second she said something about it not making sense to live here any more." Hillary was speechless.

"Did she tell you where she was going?" she finally asked.

"No she didn't. Oh I hope Anna's alright!" Rosie exclaimed wringing her hands.

Hillary stood back up. "I'm going home, and then out to look for her," she declared starting for the door.

Rosie sat in her spot motionless. She stared at Hillary as she went out the door. "You'll tell me if you find her, right?" she asked sheepishly.

"Of course." Hillary answered as she ran down the street.

Hillary dashed home and flung the door open which caught her mother's attention.

"Whoa Hillary, what's the emergency?" MJ asked.

"Anna went home and hit Mrs. Octavious and ran away!" She exclaimed without looking up at Mary Jane.

"Is Rosie OK?" MJ gasped.

"Yeah, she's fine; but Anna! She'd never do something like that! I knew she listened to her tentacles, but not that far! It's like they're controlling her," Hillary panicked.

She ran to her room to grab a few things. Hillary didn't know how long she'd be searching. New York City had a lot of places to search. Peter stood in the doorway with his hands in his pockets.

"Hey Hill, what's up?"

"Can't talk now, Anna in trouble. Tentacles," She said hurriedly stuffing miscellaneous objects into a backpack. "I'm going out searching for her." Tears of worry built up in her eyes, which made packing difficult.

"_Why can't things like this stop at one generation?" _Peter thought to himself.

"That's horrible. I remember when this happened to Mr. Octavious. I wasn't quite sure what to do."

"What did you do?" Hillary asked wiping her tears away.

"Well, I told myself that he didn't know what he was doing and that I was doing it to protect the people of New York...and him."

"And you had to show it to him by beating the snot out of him?"

Peter laughed. "NyI wouldn't say snot."

"What would you say?" Hillary asked.

"I'd say I knocked some sense into him," There was a pause. "But the point is, you have to know what you need to do and not be afraid to do it. I didn't want to beat Dr. Octavious to a pulp, but I knew I had to."

"Hillary sniffled and smiled. "Thanks."

"Oh, I almost forgot. Mom and I were talking and we've decided to give you this," Peter said taking a clothing box off of a hall table.

Hillary opened it eagerly. She held up a brilliant feminine variation of her father's suit. It had a small tight-fitting cap that fit over her head along with a red band that fit over her eyes. The netted lacing here and there really accented the costume and gave it a unique, yet familiar look. Her mouth gaped open in amazement.

"Oh my gosh, thank you!" She squealed hugging Peter with excitement.

"I thought you'd like it. Now you may swing freely around the city. It's sorta like a graduation present."

Hillary gazed at the suit again before looking at her dad. "Thank you so much."

Peter smiled warmly. "Now go and get her," he encouraged.

Hillary smiled and looked down at the bag of clothes on her bed. "I don't think I'll need these," she commented setting the backpack on the ground.

Hillary stood on her toes to kiss her father on the cheek. "Bye, thanks again!" she called as she raced into the bathroom.

Hillary came out of the bathroom - suit under her jeans and tee shirt - and ran out the door saying goodbye to MJ on the way.

She swung on her web-line between the buildings with skill. She felt so free! She could now swing through the streets in the open instead of the usual alley restriction Peter had placed on her to preserve her identity. The costume hugged her skin in such a way that she almost forgot she was wearing it. The beauty of it was stunning. Her netted skirt reflected particles of light back down to the ground almost like a disco ball would.

"_Oh man! Now I know why Dad wears these!" _She thought.

A glint of metal caught her eye. She lowered her eyebrows in curiosity. Hillary swung closer to the building it was behind. A black figure sat drooped on the ledge. She stuck to the side and crawled around to the other side. The sight surprised her;

"Anna?" she wouldn't have even recognized her if it weren't for the four metal tentacles sticking out from her back.

Anna slowly turned her head to gaze up at her friend. Her light mascara ran with the tears that flowed form her eyes.

"Oh Hillary! I can't take it! I- I can't stop them!" she cried.

"What's with the new wardrobe?" Hillary asked glancing down at the baggy, cactus cargo pants, black shirt that was cut to allow almost the whole metal band to show in the front, black gloves, and black converse all stars. It probably wasn't the right time to bring it up Hillary soon learned.

Anna pulled back offended, "What's with the new guy?"

"What?"

"Back at the parlor. You said you were fixing him up with me."

"I was!"

"No you weren't, I saw that kiss-"

" He's my cousin! I am allowed to kiss him! And why on earth would I flirt with my cousin?" Hillary exclaimed. "Is that what this is all about?"

Anna stared numbly at her. "He- he is?"

"Yeah!"

Anna looked down at the ground shamefully. How could she have been so stupid?

**She is lying!**

**That boy was not her cousin.**

**She said it herself: 'why would she flirt with her cousin? She was flirting with him; no doubt about it.**

**We saw her!**

When Anna didn't answer, Hillary became curious. "Anna?"

Anna foolishly listened to her tentacles and stood up. Her tentacles got into defensive positions. "How could you tell me that?"

"What do you mean?"

"You're lying to me."

"No I'm not."

**Yes she is! Don't trust her!**

"You're trying to pull me into your plan."

"No, I'm trying to pull you back. You need to come home. Anna, you don't want to live out here."

"And how would you know?" she snapped- tentacles hissing.

"Because it's cruel out here. Especially when you listen to those," Hillary pointed to Anna's tentacle. It pulled back and hissed.

"You don't know! They're the only ones who have made any sense at all this week!"

"_You_ should know! You live with the only other man who's had to deal with them and look at what they did to him!"

"Dad's fine," Anna stated.

"Oh, so that's why he ran off in a nervous wreck!" Hillary said angrily.

"You'd better know when to shut up," Anna squinted with hatred.

"I do. And it's not now. I'm making a point here, Anna. Your dad fell into fear because he listened to them! Because he listened to his tentacles."

"He listened to _his_ tentacles."

"What's the difference?"

"A lot!"

"Like yours are heavier and worse?"

"Mine are smarter!" Silence instilled in both of them.

"Anna, that's not a good thing," Hillary said fearfully.

"Why not?"

"They're capable of higher deception. They can manipulate you better."

**Who are you going to believe? Her? Or us - who have been your friends since day one?**

When have we ever let you down?

"Your mind is fogged, Anna. Please come home and later you'll thank me," Hillary said calmly although it was apparent that frustration was bottled up inside of her.

"No, I'm fine. I've never been better," Anna answered quickly as her tentacles wreathed restlessly.

"Anna listen, you don't know what you're doing! Please-" Hillary was cut off by one of Anna's tentacles grabbing her wrist and pushing her away but never intending to kill her - only get her started on leaving.

Hillary regained her balance and walked back over to Anna.

"Anna, what are you doing?"

Anna ignored her friend's plea and sent another tentacle for her. Hillary dodged it only to find another soaring for her. It pushed her over the edge.

Hillary shot out a strand of web and pulled herself back to the building. Yet another tentacle grabbed her leg and slammed her to the wall. They seemed to come out of nowhere!

"Anna, stop!"

"If you're not going to be a friend, I won't either," Anna said angrily as she threw her off of the building.

The fall was far, open, and Hillary had a hard time trying to grab onto something else. Hillary's earlier talk with Peter ran through her mind:

"_I told myself that he didn't know what he was doing and that I was doing it to protect the people of New York...and him."_

_"And you had to show it to him by beating the snot out of him?"_

_"I'd say I knocked some sense into him. But the point is, you have to know what you need to do and not be afraid to do it. I didn't want to beat Dr. Octavious to a pulp, but I knew I had to."_

Hillary's face clenched in determination as she stuck her hands to the wall and flipped into a sideways bridge. Anna's top left tentacle spotted this as she turned to walk away.

The spider-girl is still alive!

**We must go after her!**

"_No, I don't want to continue. I've taught Hillary her lesson already."_

Why not finish the job?

**It is never good to leave a task half done. It only makes it harder to come back to.**

"_But I'm not coming back to finish her." _Anna protested.

**And that is your weakness. You are always leaving things half-finished. Always saying you'll come back to it tomorrow.**

**Yet this 'tomorrow' never comes.**

**At least Father finished. Father got the job done.**

**Maybe you aren't worthy of us. We had misjudged you. **They hung their heads and turned as one away from her.

This ticked Anna off. She wasn't good enough? Not even for her own tentacles?

"_I'll show you who's worthy!" _She told them angrily.

The tentacles were delighted as they propped her up on the side of the building on her command.

"Hey Spider!" she called. Hillary perked up and looked towards Anna – fists clenched, grungy hair blowing in the breeze and a facial expression angry enough to kill. "Let's end this," she said as her tentacles snapped and made ready to lunge.

A couple days passed and the girls hadn't come home. Concerned for his daughter, Peter had been out the entire time looking for her. Mary Jane and Rosie were equally worried and if you weren't sure of what they did while they were nervous, you would have found out during those three days.

Mary Jane had come over to Rosie and Otto's house to ease her friend's stress and, hopefully, some of her own.

Mary Jane now sat on the couch silently reading a book; more like staring at the page. She couldn't seem to concentrate on anything besides her daughter and if she was all right or not. Rosie, on the other hand, was actively cooking in the kitchen making dishes she didn't even know she could stir up. When Rosie was nervous, she would cook. And cook, and cook, and cook until her stress had eased.

The table was piled high with fragrant pastries, soups, and just about any other food imaginable. After a very long silence, Mary Jane looked in the way of the kitchen.

"You and Otto are never going to be able to eat all that before it goes bad," she commented.

Rosie paused for a second or two. "I know, but I can't help it."

Just then, the doorbell rang. Rosie removed her oven mitts and opened the door. There stood Otto with a small suitcase. He smiled, but not a very warm one; he was still working on fully controlling them. Otto had realized that, despite how he felt, he now had a family to take care of and couldn't run off like that, and had come back before he was quite ready.

"Hi Honey," Rosie greeted. "Everything squared away?"

"Yes," he replied simply. Otto stuck his nose into the air and inhaled the sweet aroma. "Bread? What are you worried about?" he asked. Otto knew his wife well.

"Anna's having trouble with controlling them and she ran of. Her friend Hillary ran after her, and we haven't heard from either of them for three days now," Rosie explained toying with the hem of her jacket.

Otto noticed the bandage around his wife's forehead. "Rosie, what happened to your head?"

Rosie seemed reluctant to answer. She took in a deep breath. "Well, um, Anna wanted to leave, and I wouldn't let her, and—"

"She—she struck you!" Otto sounded outraged.

"Well no, the table did. But it was all the tentacles' doing!" Rosie persisted. Otto nodded silently and set his suitcase inside of the door. "What are you doing?"

"I need to find her, set her straight," Otto replied as he walked off down the street again.

Rosie could tell that he was dead nervous, but boy, did he hide it well! She felt so helpless; Rosie couldn't do anything about their daughter. She closed the door.

As Rosie walked through the living room to the kitchen, Mary Jane gave her a concerned look. Rosie returned it and made it to the small, but homey, kitchen to bake her worries away.

Anna struck the ground. This time, not springing back up. Her lip bled with the history of a hard battle. She attempted to prop her body and weak tentacles up with her hands but failed and allowed her being to fall back into the dust.

Hillary looked battered also as she walked slowly and confidently up to her opponent. Her face was stern, yet understanding and merciful – as her father's.

Tears stained Anna's cheeks, which also had a meaning, although not the alleged one. They weren't expressing sadness of defeat and humiliation; she cried them out of sorrow and regret of having attacked her friend, of having listened to those evil advisors strapped to her back in the first place.

Hillary stood over her; Anna gazed up at her. "You had every right to do that to me," Anna said on the bridge of a sob. "And anything else that would have been worse that I'm sure you thought about at one time or another."

"I know," Hillary said for lack of better words. "Are you Ok?"

Anna struggled to her knees. "I am now. Thank you…for doing that for me."

Hillary smiled; despite her theory and fear, she'd get to keep her friend out of this. "Don't mention it."

Anna smeared the blood off of her lip. Hillary held out a welcoming hand.

"Do you want to come home?" she asked.

Anna smiled and grabbed her friend's gloved hand as Hillary pulled her up.


	17. An Unexpected, Yet Pleasant Guest

Chapter Seventeen: An Unexpected, Yet Pleasant Guest

"Now hold still Anna," Rosie chided dabbing her daughter's bloody knee with a wet washcloth.

Mary Jane was wiping the dirt from Anna's arms, Hillary was working on washing her hair, and Anna felt as if she were at a day spa. It was a long progress, but the dirt and blood was washing off and she felt that the tear in her family life was being mended. So she sat there enjoying the acceptance of her and ignorance of what she had done.

XXX

Otto walked down the street on his bottom tentacles. His heart pounded fast, his eyes jerked tears. He had been out searching for what seemed like forever for his daughter. His appendages remained silent, for which he was grateful. Otto felt as if his heart was pumping desperately, trying to keep him alive. If his tentacles hadn't been walking for him, he knew his knees would fall under him and he would collapse onto the ground.

"I've failed," he told himself quietly and hopelessly. His top appendages glanced down at him as the other two set him on the curb.

_**What do you mean?**_

_**We have not failed.**_

"Yes, yes we have," Otto assured them and covered his face with his smudged hands. A couple tears leaked from the corners of his eyes. The top and bottom right appendages gently peeled his hands from his face and the top left used one of its small utencils to wipe them away.

_**Do not cry.**_

_**We have not failed.**_

_**We just have not finished the machine.**_

"Not everything can be solved by a wrench,"

_**We know that. But we also know that you want to get the machine done. And since you have not accomplished that goal yet, it's making you weep. Therefore, we must go straight and finish the project.**_

"No, that won't help," Otto said as he stood up. "I'm going to stop by home and gather more supplies. This search is proving to take longer than I thought." he finished trying to appear without emotion.

_**That is not the true reason you want to return home. **_The appendages commented wryly in unison.

He walked briskly down the street trying to ignore their statement.

_**You want to take a break. Visit that 'Rosie' woman again.**_

"That is none of your concern!" Otto defended. It was apparent that they had hit the nail on the head. "I _do_ need to get more supplies."

_**But we are far from our home and it is well into the afternoon. There are many places where we may restock. Why go all the way back home?**_

Otto sighed and continued walking. His tentacles had mapped exactly his thoughts and no defense came to mind. He'd go see Rosie and then go right back out. He needed someone of flesh and blood to talk to.

XXX

Otto made it home and it was now evening. He saw the door standing there, begging to be opened. Or was it just his lust to go inside? Either way, he was going to enter the house. How disappointed Rosie would be when she found out that he hadn't found Anna. Just the thought brought tears to his eyes as he reached for the knob. Otto brushed them away and slowly pushed the door in.

"Rosie?" a small sheepish voice came from his mouth and spread through the room. Nobody answered so he stepped inside. He closed the door and the sound of it latching remained the only noise in his ears.

Otto carefully walked into the living room. Anna sat on the couch with Rosie, Mary Jane, and Hillary alongside. The light conversation between the women was cut when one of Otto's assistants chirped. All Otto could do was stare at his daughter. He said nothing as he walked up to her, his bottom tentacles hitting the ground with a metallic thump along with his steps. Anna stood up. Otto didn't know what to do. He carefully embraced her with a hug. He kissed her cheek a couple times and hugged her again.

"Oh Anna," he whispered as tears began to fall. "I was so worried…"

Anna allowed the hug with a smile, a smile that he did care, that he _did _love her.

Otto's and Anna's appendages looked each other over curiously. They made various chirps and clicks. If one didn't know, one might say that the other appendages understood the sounds when they returned them with more of the same.

After the choice moment, there wasn't much to say. Mary Jane attempted to lighten the room with a conversation, but to no success. She was just about to try again when the doorbell rang.

Rosie was a little suspicious given that no one visited them since Otto's accident. Yet she stood up and opened the door. A young man was standing there. He was dressed very nicely for his adolescent age and a bouquet of roses took the space of his hand.

"Hello," he greeted," I, uh, I'm here for Anna Octavious."

A smirk crawled onto Rosie's face. "Oh, well come in," she said as she closed the door behind him. "Anna, this young man is here to see you."

Anna gasped and tried to hide her tentacles by lowering them to the ground and scooting them under the couch. Otto did nothing of the sort but his facial expression changed drastically from a soft smile to a hard scowl. One could here his tentacles wreath and chirp as they studied the boy.

"Hi Anna," the boy greeted her personally.

"Hi," Anna replied on the verge of stuttering. Hillary smiled wryly at her friend although Anna couldn't see it.

It was her dream boy, the one from the ice cream shop, here to see her. Of all people. The boy looked Otto over casually.

"I see you're fans of Doc Ock," he commented.

"You fool! I am Doc Ock! And how many times did you say you hit your head on the wall?" Otto wanted to say, but since it was apparent that his daughter liked the boy, didn't. This was Anna's time, not his. He didn't need to ruin the moment.

"Yeah, Dad and I don't have the strength to walk without equipment and Doc Ock was one of our relatives, so we decided to model the brace after him," Anna explained.

"Oh. I'm sorry about what happened then," the boy apologized. He sighed and then picked up his voice. "Well, I came here to take you on a—on a date…if you wouldn't mind—"

"Oh not at all!" Anna said excitedly. "I just have to get fixed up." She skipped merrily towards the hall. Otto followed her and grabbed her shoulder gently.

"Anna," he whispered into her ear. "you should have asked me whether you may go on a date with that boy. But since I'm a nice guy, I'll let you."

"Thanks," Anna whispered back.

"And another thing," Otto continued, "You need to tell him the truth."

"But—"

"You have to, Anna. Otherwise he'll find out later and find out that you had been lying to him, and won't trust you. That's not a good way to start a relationship."

"Who ever said that I was starting a relationship?"

"No one—er—I mean, even though he probably won't be coming back—that is to say—I want you to have a wonderful time tonight. I want you to feel free."

Anna smiled. "Thanks Dad—"

"But not _too_ free. I don't want you going to his house, or slobber-kissing—possibly no kissing at all—none of that stuff," Otto chided sternly.

"Got it." Anna replied walking to her room.

Otto turned back around and walked towards the boy with a smile that said: OK, let's see what you're made of. His stride would almost be a saunter if the bottom appendages didn't strike the ground creating a thump with each step. Surprisingly, they didn't interfere with his walking or make him appear rough; and equally surprising was that the boy didn't seem to be afraid. He appeared nervous, but not afraid.

Perhaps it was merely because he hadn't a brain but only a tangled mass of nerves beneath his skull. Maybe he was irregular also. Or maybe he knew Anna's secret, he knew Otto's secret, and was just waiting for the appropriate moment to strike. Otto slightly pushed up the cuffs of his leather trench coat and headed over to the boy waiting happily by the couch. Otto was going to give him the talking to, make sure he understood the rules and regulations – and the consequences if one didn't follow them.

Otto kept a smirk present on his face and approached him.

"Well, well, well," he said with his hands in his pockets. "The very smooth and handsome—"

"John. John Calhoun," the boy said quickly.

"Well John," Otto said with the same smile as before. "How are you?"

"Very well, thank you," John replied. "And yourself?"

"I'm considerably content, thank you for asking." Otto nodded a couple times digging up his next words. "Yes, you really have a wonderful woman to spend tonight with."

"Why thank you. And I've very pleased that you're allowing me to go out with her," John answered.

_"He's good."_ Otto thought. Mary Jane had gone into the kitchen but Rosie still sat on the couch watching her husband's every move. She gave him a warning look that he didn't catch.

"But she is not to be played with," Otto lectured.

"Yes, I know—"

"She is a human being. Not just some toy that people—especially not you, young man—can do whatever they want with."

"Yes sir."

"But Otto is happy that Anna is finally getting out with someone special," Rosie interrupted standing up and grabbing Otto's arm before he could say anything more to scare the boy.

"Yes I am." Otto admitted with a more sincere smile. "Let's just hope that you're that 'someone special' that my wife is talking about."

Rosie kicked the side of his foot secretly to get her husband to behave. The couple exchanged glances in a silent conversation. They both looked at John again and, after grinning a sweet smile at the boy, Rosie made her way to the kitchen.

"So," Otto began. "What do you enjoy?"

"Oh a little bit of everything. I like music, skateboarding, animals, reading," John said.

Otto nodded as the top right tentacle shot out a red light that scanned over the boy's entire body.

"Um, Sir? What are you doing?"

"Oh, I'm just recording you into my memory."

"What do you mean 'recording me'?"

"Your height, appearance, body posture, strengths, weaknesses, stuff like that."

"That thing knows my strengths and weaknesses?"

"No, but judging from your appearance, it can be up to eighty percent sure. –Oh I'm sorry. Ninety. Just in case that something happened tonight and I had to hunt you down and make sure that you never went on another date again with my daughter, or anyone else." Otto replied casually taking a rag from his pocket.

The boy made a face at him, "Uh huh—"

"Oh—which reminds me—if you do anything whatsoever to or with my daughter that you wouldn't be confident doing in front of me, I'll kill you." The top left appendage shot out a blade that was a good two or three feet causing the boy to jump as Otto worked at scrubbing the stains from the steel.

Anna walked out from the hallway in a lovely, sleek, black dress that actually illuminated her tentacles into an accessory. "Ah Anna, you look very nice." Otto greeted as if he had forgotten about everything he said earlier.

"Thank you," Anna replied with an excited smile. "So," she turned to John, "What do you think?"

"You're beautiful," John commented taking her hand and leading her gracefully over to the doorway.

"Have fun Anna," Rosie called from the kitchen.

"I will Mom," she said as she walked out the door.

John was about to walk out when Otto came up to him and whispered in his ear. "Remember," and snapped a tentacle near his ear. John pretended he hadn't heard the man and quickly made his way out of the door. "Good bye Anna. Have fun!" Otto said as he watched them walk off.

XXX

The restaurant came into view. Rather expensive for what she thought they'd go to. The beautifully decorated hedges glowed with the lights that fell on them in their path to the sidewalk they were destined for. Nobody who walked through the double glass doors was dressed any worse than dress pants and an unchecked dress shirt. And Anna had wondered on the walked over if John could actually afford where he was taking her.

The air was crisp, but not cold, making it a nice night to be out. John walked with his hands in his pockets and stared up at the stars. The conversation between them had ceased. Anna looked up at John and back down. He was acting like it were his very first date with him avoiding looking her straight in the eye and clearing his throat every once in a while but never began talking.

"So John," Anna began- to lighten the mood. "I—I hear from Hillary that you're interested in music."

"Yes," John finally said, "My father's a producer. You know of Jump5, Hoobistank, and Green Day?" Anna nodded. "My dad's produced many of their songs."

"But that would make you filthy rich."

"Correct," John said, his face turning a shade of pink. Having mountains of money was no reason for embarrassment of course, but he acted as if it were. Anna, though, didn't know him in the least except for what Hillary had bragged on about, so she wasn't sure what to expect. And, by the look in his eyes, neither did he.

"Then why are you working at 'Joes'?" John made a small laugh, which gave Anna a little more confidence. The part-time job he had found at a fast food restaurant was not one of his more wonderful moves in business.

John sighed. "It's because I wanted to meet normal people instead of movie stars," he explained.

"And you consider me 'normal'?" Anna asked shyly. John smiled in replacement of an answer. He obviously didn't want to answer falsely, but he didn't want to answer truly either. Anna recognized his silent message, though, when he glanced at the tentacles restlessly looking him over. Although this did hurt her, she couldn't blame him, and she wasn't about to have her night ruined by a facial expression.

As John took hold of the door handle, the top right tentacle consumed his hand. This made him flinch and looking down and not being able to see the door handle, his hand or forearm scared him.

_"She could crush me with next to nothing of her strength!"_ He realized. He glanced back up at his date; she didn't appear to hold anger against him for his glance. Instead, she let a pleading sigh pass through her lips.

"When—we get in there, could you not—I mean it's not your fault, but could you um—"

John put his finger from his free hand to her lips to stop her. "Don't worry. I'll just pretend like your metal arms don't exist," he said with a charming smile.

This time it was Anna's turn to blush. "Thank you," she said as the tentacles gently retraced from his hand and hung among the others.

"Well then," John started. "Let's go inside, shall we?"

XXX

Spiderman stood atop a tall building. His sweep of the city had taken longer than he felt necessary. It was now around nine or ten. The two girls were nowhere in sight, but he knew that he couldn't give up on them. He was Spiderman! He could find them! …Couldn't he?

The city stayed quiet as far as what sounds he was searching for. Cars speeding, people constantly talking, road rage, horns sounding, music blazing, the recognizable babble of New York streets. Spiderman removed his mask and wiped his hand over his forehead. If he weren't careful, fatigue would overtake him. But he had to stay awake; he had to find the girls…

XXX

The dinner was wonderful. Though John offered to buy anything for her on the menu, Anna had chosen an inexpensive (if that was possible in this restaurant) turkey breast with pork gravy, and fettuccini alfredo. John hadn't ordered much for himself, but he explained this to her by: he was going on a diet to lose the 'fat' around his middle. Although, he looked far from needing a diet, Anna said nothing.

Despite the amount of food she had, the young woman scarfed it down like there was no tomorrow. Anna had forgotten how truly hungry she was until she took that fist sip of iced tea set on the table.

"Hillary tells me you write songs," John said as he dabbed his lips with the cloth napkin folded neatly on the table alongside his dinner plate.

"Yes," Anna blushed pulling a strand of hair behind her ear. She didn't enjoy gloating but _did _desire to tell him more. "I'm trying to get a music major in college," she stated.

"Wow, thinking of college already," John said in awe, "You're pretty determined to get a good career."

"Well my dad values education over almost all else. He—he's a scientist." Anna was almost reluctant. What if he put two and two together and realized that her dad was _the_ Doc Ock and not just some fanatic with tin foil tentacles?

She regretted telling him and wished she could rewind time. He, either already having gotten the answer or disregarding the comment completely, said nothing more on her father. Instead, he asked her exactly what she wanted to do in life. When Anna told of her childish dream of becoming a rock star, John's eyes lit up with excitement.

"I could help you out with that dream," he said fondly, his eyes twinkling with charm.

Anna's eyes lit up also. "Seriously?" She asked as her tentacles rose in unison with her emotion.

"Seriously," John answered. "I think I could probably persuade my dad into giving you a contract."

"But I have to be good enough," Anna said solemnly. "I want to earn it."

"Naturally. You'll have to have talent to get in. But I have no doubt you'll be singing professionally on stage in time," he assured her.

Man! Were his lines good! How long had he practiced in front of the mirror? She thought. His voice was clear, his sentences flawless, it was if he was directly sent from God to pick her life up. Well, if it was God's will, Anna didn't want to deny it. Even if Anna wasn't religious, this boy had to have been an angel.

It would be the least she could do to tell him the truth. John was a levelheaded boy, he would understand. He would tell her it was OK. It was his nature. Although, this was only her first date. Explanation could wait 'til the next date—if there would be a next date. The thought hadn't hit her that he might not encourage a relationship. And if he didn't, there would be no reason in telling him the horrible truth.

XXX

After the dinner and a romantic movie with almost a _Phantom of the Opera_ theme, John Calhoun took her home.

Now she had gotten braver and actually held hands with him as they strolled down the night streets. They rounded another building corner and came upon Anna's home. They walked up to the door and John told Anna, with love, that he enjoyed the night.

"Me too. Thanks for everything," Anna agreed with a broad smile as her hand reached for the doorknob. John bided her to wait. Heeding his words, Anna withdrew her hand and held it and the other behind her back. She excitedly awaited—although trying not to appear eager—what the boy wanted to tell her. Or ask her, for that matter.

"Would you like to do this again sometime? Sometime soon?" he asked with more confidence than what was usual for asking others on dates.

"Sure!" Anna replied excitedly. "I'd love that!"

"Great. And then we can talk about what you need to do for a contract and if you've got the stuff," John said relieved to have that said. "Is there any specific time that would be good for another outing?" he asked.

Anna paused. "Nope," she concluded. "Whenever."

"How about I pick you up next Friday. That all right?" Anna nodded her head vigorously. "OK then. Goodnight," John said giving her a sweet little kiss on the cheek. He smiled charmingly at her and walked back down the street.

"Bye…" Anna dragged out as her finger went to the place still warm from his lips. It tingled with the sensation of love, of a boy who was actually interested in her. And what a sensation it was!

Anna smiled drowsily and opened the door to go inside. She wasn't sure whether to go straight to sleep so that she would dream about him, or whether to flip her shoes off, run up to her room, and scream incoherent words into her pillow.

That wonderful feeling remained on her cheek and soaked into her jaw, which also made the bones of her cheek feel as if they were vibrating and going to fall right off her face. Anna plopped down on the couch and closed her eyes with a satisfied smile. What a night that was…what a night…


	18. Up and Down

A/N: I've decided to get some characters installed into Anna's tentacles. I hadn't realized 'til now that they were like monotonous robots. You'll notice traits in them that their ancestors possessed. Anyway, so here are a few notes.

Top right: very matter-of-fact. States the truth, scientific. Can be a power-hog over its siblings at times.

Top left: curious one. Is eager to learn and cares about its host.

Bottom left: A little bit of a pushover, questions things, and very often starts the fights.

Bottom right: playful one. Ready to try something new, never scared to take a chance. Notices things with human emotion like humor, sadness, and friskiness.

I know this is a little late in the story, but maybe it'll add more to the table.

Yes Lady Suneidesis, I have been studying the CivilWar. I didn't think about what I named him 'til it was all said and done. I can't believe I named him that...

I don't know what happened to Harry. I've been trying to fit him in but I can't find any part for him to play. He might come in, hopefully, but he might not. It depends if I can find something for him to do.

* * *

Chapter 17 –Up and Down

When Hillary and Anna got to school the next day, everything seemed back to normal—in fact, it looked as if nothing had happened in the first place. Well, according to the school, nothing had. The classes carried on as usual, the cafeteria still smelled of burnt spaghetti, students still hurried past the brick wall by the dumpster hoping that they wouldn't witness a crime. It was as if they never left.

The school had hoped and believed that Anna had transferred out of the school and were taken by surprise when she walked down the hallway. Anna didn't care; she didn't care of much since the other night. And she had been carrying on about it to Hillary, whether she liked it or not.

Though a little annoyed with this, apology was sprinkled in once in a while, so she could take it. Hillary simply smiled and shook her head as he friend went on.

"And you would not believe the look in his eyes. It was like magic," Anna said dreamily. "You know how it is when you look down at a beaker of chemicals being washed down the drain into a leak-proof container and it's just a mess of swirling colors?"

"No, I can't imagine that I have," Hillary replied. Anna smacked her hand to her head and laughed a little at her comment.

"I guess you wouldn't have. Your dad doesn't do a bunch of experiments at home," she said. Hillary smiled at this also; it was nice to see Anna so happy. In fact, she had never seen her this happy in her life. The happiest her friend had been was that half-second spark when John asked her on the date.

At this point, she would talk about anything to keep the mood going, even if it _were_ her cousin and Anna's obsessively passionate love for him. "I've never seen chemicals running down the drain, but I do know what you are talking about," she replied. "Isn't it the coolest feeling ever?"

"Oh yeah!" Anna exclaimed as they made it to Current Events (which is a class where you learn about the happenings in the world today). Anna opened the door and rested a hand on it. She turned to her friend. "And I really am sorry for attacking you back there."

"Oh it's fine! Stop bringing it up," Hillary forgave her for the thirteenth time. "You were confused. And hey, didn't I say that you'd thank me later?" They made their way towards the back row and took their seats.

Anna blushed. "Yeah, but it was so hard to see when you said it. It was like my hands were tied behind my back and no matter how hard I tried, they didn't come loose." Her giddy, love-struck smile was suddenly wiped clean and a serious, truthful look came into her eyes. "I tried my absolute hardest to get free; I hope you know that."

Hillary smiled encouragingly. "I do." She assured her.

Their teacher, Mr. Bae-conbits walked into the room with his grade book under one arm. The room quieted slightly as if to fool him that they had been that way the entire time. "Sorry I'm late class, I had a—uh—matter to attend to." After setting the book on the table, he looked up at the class for the first time that day and noticed an unexpected sight. "Anna, what are you doing here?"

A quizzical expression came upon Anna's face as she spoke. "I go to school here Mr. Baconbits."

"It's Bae-_con_bits Miss Octavious." The teacher corrected her.

**Bacon bits? Isn't that a food? **The bottom left asked.

**Yes, it is a food.** The top right stated with intelligence.

**Bacon bits? **The top left inquired.

**Why is he named Bacon Bits? That's a queer name. **The bottom right said.

_**Bacon**_** bits? **The top left pressed.

"_Yes, his name is Bae-conbits." _Anna told the tentacles. She agreed with them; why did he insist on being called Bae-_con_bits instead of Baconbits? Aren't they the same thing?

Mr. Bae-conbits noticed the tentacles curling around Anna and squeaking but not wanting to offend her lest those metal snakes lunge into action, moved right along to taking roll. He began calling off names.

"Brock?"

"Here."

"Amanda?"

"Yup."

"Natalie?"

"Mm-hm."

"Jake?"

"Mm."

"Anna?"

squeak "Anna?" he repeated. "Oh, I'm here. Sorry." She looked down at the bottom right tentacle that almost seemed to smile proudly. "Don't do that," she whispered to it.

**I just wanted to see what was so intriguing about creating sound with one's vocal cords in response to a name.** It apologized.

_"Really, it isn't about fun, we do it so that Mr. Bae-conbits doesn't mark us as absent." _Anna explained to them.

**You mean Mr. Bacon Bits?**

_"Yes, him."_

The tentacles were not satisfied. **What does 'marking us' mean? **The top left asked.

_"Let's see, how do I explain it… well, it's when he sees that we aren't there and thinks that we didn't come to class that day. Then he writes our name down and gives it to someone from the office and they mark it in your permanent record."_

**Ahhhh…..**

All the students were here and he put away his grade book for the time being. "OK," he spoke up. "Take out your workbook pages from yesterday and trade them please." The classroom hummed with the quick rustle of papers between sets of friends to avoid having to hand them to members of other cliques. "Miss Octavious and Parker, I expect you to have these assignments finished by next Tuesday." Mr. Bae-conbits said handing a sheet of paper to each girl.

Anna and Hillary nodded in obedience. "Good. Now, for the rest of you," He walked behind his podium to read from the answer sheet. "Number one is A, number two is C…"

XXX

Otto was working at the kitchen table on a bundle of wires to untangle the one that he needed. Sadly, it was near the center of the mess and was proving to be a struggle to get loose. He wanted to simply cut it out with a pair of scissors, but still needed the other wires, so he was forced to work at it tenderly and patiently—or as patiently as he could at this point.

The phone rang. The top left tentacle took it from its stand and put it to Otto's ear. "Hello?" he said into the receiver.

"Hello, is Otto Octavious there?" A feminine voice came on the other line.

"This is him speaking," Otto replied.

"Oh Otto! This is your mother. I didn't recognize your voice, it's gotten so scratchy," the woman exclaimed.

Otto attempted to clear his throat. Sure the fusion reaction took a toll on him, but it hadn't hurt his voice so much that his own mother didn't recognize him, had it?

"How've you been doing?" she asked merrily.

"Fine," Otto replied. By the tone in his mother's voice, he could tell that this wasn't just a friendly call to chat. "How about you?"

"Oh, we're fine. The cat caught another rat. You know, sometimes I wonder if our property houses all the rodents in New York City because every time—" she was cut off by a male voice in the background.

"Margaret," it said, "You need to stop stalling." Silence was present afterwards and it was confirmed that bad news was to come.

"Otto sweetie, your father and I have been talking. We don't' think it's right for you to be—um—connected with us right now, and maybe you need some time to sort things out and—not to say that we don't love you anymore honey, it's just—" Otto's father seized the phone in his hand and spoke quicker and more confident.

"Listen, you need to shape up. And until you do, Mom and I are renting a hotel room in Chicago," he stated.

Otto was speechless. "But why?"

"It's like your mother said; you need some time from the family to get your priorities straight."

"You—you're afraid of me?" Otto asked in surprise.

"No, but we think it would be best if you—"

"You don't trust me, do you? Even though I've gone fourteen years without committing a single crime."

"It's not that we don't trust you, it's that you need some 'you' time." His father explained.

"But why are you moving so far away?" his parents could not answer that. "You _are _afraid of me," Otto concluded. "You don't think I can control my actuators. I can!"

"Like you did at that jail."

"Yes! –No. How did you hear about that?"

"It doesn't matter. You aren't capable of fully handling your actuators."

"But I am! My last experiment was a success. If I couldn't handle them, I wouldn't be able to concentrate on anything but fusion." Or whatever they desired to do. Otto didn't add.

"You hurt Anna by giving her tentacles." His father pressed.

"I did not do it on purpose!"

"She was such a sweet, care-free girl—"

"Dick, don't be too hard on him," Margaret pleaded in the background.

"She still is!" Otto said.

"You had to put her through all that suffering—"

"I did _not_ mean to! Please stop bringing it up!"

Silence.

"You can't even control your anger for more than five minutes." His father finally said calmly. "Bottom line, until you've fixed your life and the crime stops, you don't belong to this family."

"But I—"

"Can it Otto! That's all I have to say. Goodbye." Before Otto could plead again, the phone clicked and the voice was no more.

The tentacle set the receiver back in the stand slowly. _**Those were harsh words.**_

_**He should be ashamed of them.**_

_**He should not have talked to us in that way.**_

Otto added nothing but stared on the opposite wall with his lips pursed.

_**Would a break help ease emotion?**_

"No. There's no reason to take a break. There's work to be done." With that, Otto began yanking at wires and tearing them apart with more force and zeal than before. His parents rejected him, so what? He'd still continue. No words were going to hinder his work progress…not even such piercing ones…

XXX

Near lunch, when most of the school had heard that Anna was back, no one would look her in the eye. The other students went along with their daily routine pretending like Anna wasn't even there. And when she talked to them, their faces would go whiter than a cherry blossom and they would run off. Hillary tried to spout reasons why they did this but none were likely and none satisfying.

Anna decided that she'd try to get some people to spill the beans and Hillary offered to help. But even with both girls asking around about what had happened—Hillary having more luck than Anna—it wasn't 'til eighth period that someone finally cracked. And when they did, Hillary regretted even knowing.

"You haven't heard?" the person asked Hillary. "It's been all over the school—and the news."

_"Must be big."_ Hillary thought.

"Some poor kid was stabbed." the boy turned pale even as he spoke making a gesture over his chest. "Right through the heart."

Hillary's instincts didn't lie. It was horrible to think that someone would even take to mind the thought of stabbing someone else. Sure, she saw it on movies, heard it on the news, and from her dad, but it makes all the difference when it happens in one's own school—even if they haven't been there that long.

"Any idea about who did it?" Hillary said trying to push her heart back down her throat.

"Yeah," he replied glancing towards Anna working on an art project at another table though the tentacles seemed overly alert. "Her."

Hillary couldn't believe what she was hearing. "Her? Anna?" she asked.

"Yeah, Anna." He looked a couple ways before speaking again. "Did you notice that she was absent all week? Do you think it happened then?"

Hillary didn't know what to say. For once in her life, she was having trouble sticking up for her friend. She had trouble because no single answer would solve everything. She'd get hurt either way. Even so, she knew she had to say something.

"I was gone also," _"Choose your words carefully,"_ Hillary told herself. "We both had—uh" Oh no! Not a dead end! Not now! Hillary groped for more words. "A—uh—the flu. We were both over at my house. She didn't leave that door all week, I swear."

The boy furrowed his brow in thought. "Then I wonder who did it. The guy wasn't all that big or threatening. I mean, sure he was kind of handsome, but nothing really threatening."

"That's really sad. What grade was he in?"

"No one's sure. He transferred in not to long ago. But I'd say he was about tenth." The boy replied shaking his head sorrowfully.

"Would you happen to know when the memorial service is?" Hillary asked. Maybe if she got that information from the boy, she and Anna could attend and show that neither of them hated the boy in the least.

"No, I didn't hear much else about him, 'cept his name."

"What was his name?"

"John Calhoun."


	19. Risking Death

_**Chapter 18- Bridging on Death**_

Though nearly impossible, Hillary finally told Anna the bad news. Even so, Anna hadn't talked to Hillary the rest of the week. Sorrow had completely engulfed her and she didn't want anyone; she only wanted to crawl into a little hole and die. Hillary tried to comfort her because she felt the same pain, but it was no use; Anna wouldn't stand it. It was like that all week—Hillary and Anna sitting apart at lunch, Anna never saying a word to her during or after school. It was a very sad and gloomy time indeed.

Hillary learned more of the details from Mary Jane. It seemed that he wasn't only stabbed; he had been beaten beforehand. Now if Anna were to stab someone, she would have used the blades built into her tentacles and simply go–whoop–and her victim would be gone.

The memorial service was that Saturday and the Parkers were almost finished getting ready. Hillary stood in front of her mirror as she inserted two button earrings into her pierced ears. She watched her reflection intently thinking over the past experiences. How was Anna taking it? Would she get over it? Did she do the right thing by telling her? Hillary fit the back on the earring and reached for the second one.

Was Anna coming to the funeral? Had she lost control again? There was no telling either way. How would she comfort her? How would she comfort _herself?_

The doorbell rang. Hilary, now finished with her earrings, went to answer it.

Rosie stood there in a nice black dress accompanied by a netted scarf wrapped loosely around her slender neck. Otto stood beside her in a red tie and a black suit with four crudely cut holes through the back for the tentacles. Otto cleaned up nicer than Hillary would have guessed given that she had never seen him without that trench coat or with his hair combed. Today, though, it was combed neatly from side to side. Even the tentacles looked nicer; they looked like they had been scrubbed and polished for this very occasion. It was a rare sight indeed.

"Hello Hillary. I'm very sorry about your cousin," Rosie said with her hands folded. "He really was a nice boy." Hillary nodded in agreement unable to say a word lest she cry.

"Yes, he was very respectable." Otto agreed with his hands in his pockets and his gaze at the doorstep. Hillary nodded to that too. She cleared her throat.

"You're free to come in. We were just getting ready," She invited stepping to the side of the doorway and pushing the door open.

"Thank you," Rosie said solemnly as she and Otto stepped inside the house. Hillary closed the door behind them with her full attention on the knob. She bit her lip trying to find some hospitable things to say.

"Go ahead and sit down. My mom and dad won't be long." The couple took the invitation and took a seat on a tweed couch. Hillary sat in the swede love seat across from them.

There was absolutely nothing to start a light conversation with so Hillary asked about what bothered her. "Where's Anna?"

Otto shook his head. "She didn't want to come. She's at home now," he replied. He shrugged his shoulders in place of words. "She couldn't stand to come. Poor girl."

Hillary pushed herself up off of the chair. "Excuse me, I have to do something," she said. Rosie smiled and nodded though curious as to why she was being so random. Hillary walked into the bathroom and closed and locked the door.

She quickly had her dress off had her spandex suit on. She opened the window and carefully pushed the screen out. Sticking a strand of web to it, she attached it to the wall inside the bathtub. Hillary stood on the toilet seat and crawled out the opening. She scurried to the roof and looked out over New York City. Then, with one liquid movement, she was gone and zipping through the buildings.

It didn't take long to reach her destination and she dropped to the roof of a large house in the midst of buildings. Hillary, after searching, found a skylight and climbed inside. She landed gracefully on the kitchen table and looked around. The place was silent. It surely didn't sound like Anna was here. She jumped down and began walking through the rooms. Nothing. Not a soul in even one room. It was the same utter silence in every room.

Maybe she was down in the lab. Hillary ran down the stairs and came to the solid metal door. Oh great. She forgot that Mr. Octavious never went anywhere without locking his laboratory door. There was another way inside that she knew of and she ran back up the stairs. Hillary jumped back out the skylight and crawled down the side of the building to another window. The hinge was unhooked. Peculiar, but not of importance right then.

Hillary pushed the window in and hopped inside. The emptiness of the room was even greater than the rest. Still, she checked it out. She didn't have to walk far. Since the lab was one room, she could easily see everything that occupied it. After a general search, Hillary climbed back out the window and closed it.

"Odd," she said. Then she saw that familiar metal glint in the sunlight. Relived to have found her friend, Hillary hopped down from the window and ran up to the base of the building.

Not wanting to get involved in a gang mugging, Hillary carefully checked the alley before walking down it. She scurried quickly up the graffiti, brick wall. Hillary could still see the glint of metal behind the corner of building. It was nice to know that Anna hadn't done anything foolish. Maybe she truly had control of her tentacles now. She hopped up over the side.

"I'm glad I found you. I was kinda worried about you," She walked around the concrete corner to see a figure in a trench coat. She gasped and backed up.

It wasn't Anna. It didn't look at all like Anna. Instead a man stood there. He wore a ratty trench coat that looked like it had been worn straight years. He also had a ski cap that looked much too large for the small head he possessed. And the unshaven dirty face didn't make it look any better.

But his appearance and smell didn't catch Hillary's attention, it was that he held a knife - a large machete in one hand. It shone and glimmered in the evening light. Reading her expression, the man-before, looking just as confused and surprised as she did - smiled a ghastly smile and carefully unbuttoned his coat.

Hillary was careful to stay a certain length away in the case that he pulled out a gun or something of the sort. He finished and slowly pulled the edge of it away. A bomb was strapped to his chest

He looked down at the red numbers reading 1:00 illuminating his clothing and then looked back up at Hillary with an even broader smile this time almost teasing her.

"Sure is pretty, isn't it?" he joked buttoning the coat back up. He glanced down at the building under his feet as he spoke. "Well, we wouldn't want you telling anyone about this, now would we?" With that he held the knife over his head.

With a primitive battle scream, he was off, running toward her with the dagger. And with ease, Hillary flipped over her as he stumbled on the edge of the building. He seemed awfully calm for someone who had an explosive strapped to him.

He turned around, drunk-like anger in his eyes and charged her again. This time Hillary stuck web to the knife and pulled it out of his hand. The beeping under his coat didn't reassure her of anything except that they both and the building would blow if she didn't get it off and out.

The man ran for her again obviously out of his mind, right off the building. Hillary dove after him. All time stopped. Up that high one could not hear anything but the screams of the suicide bomber, the air whizzing past one's ears, and the faint beeping of the bomb now closing in on thirty seconds.

Hillary - following her father's techniques - stuck two strands of web to the man's shoulders and pulled her being closer to him. She grabbed his shoulders with more force than necessary and wrapped her legs around his chest reluctant to touch the bomb.

Ok. So now she got him. What now?

_"I'll think of something,"_ She told her doubt. Hillary let herself fall many many feet and, trying to ignore the man's frantic screams, grabbed any bit of plan that she could. The buildings now surrounded her and she shot out a strand of web and swung as fast as physics could allow. Windows blurred by, the man became even more frightened.

Beep-beep...

It became louder and a little faster. Or so she thought. It might have just been because of the stress.

Beep...beep...beep-beep-beep-beep...

_"Ok,"_ She told herself. _"Water helps with impact and kills off small fires before they start. Bombs. Jacket. The bomb is sewn in a jacket. Rip jacket off. Throw it in the water. Swing off. Avoid ships with explosion." _Hillary told herself as the Hudson Bay came closer in view.

Peter had told her something about bombs...

Beep-beep-beep-beep-beep... It was beeping faster. She didn't know much about it in the real world, but in every single action movie with a bomb in it, the beeping gets faster and louder as the end came.

"Open your jacket!" She screamed at the man.

"Why?" he asked.

"Just do it!" Nothing. Hillary launched them up into the air far enough that she had some 'extra' time. She ripped open his jacket and she wished she hadn't as soon as it was done. Fifteen seconds. She stuck web to another building and launched herself toward the river.

The beeping got faster and faster, louder and louder... ten seconds. She wasn't close enough! She couldn't afford to drop the man, but she hadn't the time to land.

The final rallies of beeps. Hillary tore his jacket off giving no mercy.

"What are you doing?" The man screamed.

"Shut up!" she yelled at him and tore off the bomb vest along with his tee-shirt. She shot a web out of one wrist which stuck to the building. Another which stuck to his foot. She tied a quick knot that she hoped would hold. Then, without a second thought to it, she ricocheted off a nearby building and plunged into the water with the vest.

A blast of water shot up from the once still harbor blowing away fishing boats and tearing up the docks. Thousands of people saw it and even more heard it including everyone at the Parker house.

"What the–" Otto began looking out the window toward the explosion. The tentacles stuck their heads out the window curiously though they could not see past the many buildings. Turning his body before his gaze, he made for the bedroom. "Rosie? Rosie come here," he said with confusion as he puttered about the house.

Rosie came from the bathroom wiping her hands on a towel as she did. "What is it?" She asked. Otto caught sight of her and walked up to her.

"There was an explosion or something over by the river," he explained briskly.

"Yeah, I heard it. What do you think's going on?" Rosie asked holding her arms.

_**The explosion was just outside Hudson Bay. It was larger than just a firework.**_

_**Something happened.**_

_**Something that doesn't usually happen in that area of the city...or state for that matter.**_

"Otto, I said what do you think's going on?" Rosie repeated since Otto had a blank expression on his face.

Otto blinked a couple times to get back to reality. "The actuators say that it is irregular. And I'd have to agree with them. In any case though, the law enforcement will take care of it.." _"Gold medal for bluffing right here!"_ he thought.

Peter and Mary Jane had been getting ready in the bedroom when they heard the boom. Now neither of them was combing their hair nor anything of the sort. Mary Jane was standing by the bed as Peter quickly got dressed into his Spiderman suit. He had heard it and he could sense trouble.

"When do we have to leave?" Peter asked searching for his mask in the dresser drawer. Mary Jane picked up an invitation and then looked at the clock.

"Five minutes," she said. Then added. "And not to be a nag, but you've got to be back by that time or Rosie will start to ask questions."

"I know, I know. So I'll be back by then." He shrugged. "Tell Hillary where I am. By the way, where is she?"

"In the bathroom. She's been in there the entire time," Mary Jane replied. Peter furrowed his brow, slipped on his robe and made for the bathroom.

"Hillary," he rapped on the door. No answer. He knocked harder. "Hillary, it's just about time to go." No answer. "Are you OK in there?" Still, no answer. Peter went for the key hidden atop the doorframe. He stuck it in the lock and turned the knob. The door swung open. No Hillary. The window was left open and the drapes were being blown in. Just as he thought.

Peter walked back into the bedroom. "Hillary's gone." He said.

"Gone? Gone where?" Mary Jane gasped.

"I don't know. Maybe she's down checking out the explosion, maybe she's out for a walk while she waits for us, maybe a swing, but she'll be back. Don't worry. I worked really hard with her about being on time." Peter stated proudly.

"Yeah, you were really Mr. Punctuality." Mary Jane teased folding her arms across her chest and giving him a playful smirk.

"Well, I wasn't late for our wedding, now was I?" Peter asked finding the mask and slipping it over his face.

"No, I guess not." she gave him a kiss. "You still need to keep an eye out for her, Pete. Punctual or not, she's still our daughter."

"I know Honey. I'll keep an eye out for her." Peter agreed climbing out the window.

"Oh and Pete–"

Peter poked his head back in. "Yes?"

"Be careful," she begged.

"I always am." With that Peter was off swinging toward the dock.

Down on Hudson bay, the roads were sopping wet. Boats were beached, people were draped over the sides looking in at the stilling water. Peter landed and looked over the edge at the river underneath. He couldn't see anything. Besides some wrecked ships, nothing was out of place here–

Hello, what was this? Dangling by one leg off of the edge of a building was a shirtless, meatless, and senseless man struggling and failing to get down from the web that connected him with the building. A web...Hillary!

Peter shot his head back over the safety bars. Something a little shinny. He strained his eyes to see what it was. He gasped. It was a red spandex mask. One exactly like Hillary's. And a red spider-webbed boot.

"Oh no!" Spiderman exclaimed backing up and leaping in the water.

Swimming below the surface, Spiderman searched for his daughter diligently. Not soon after he dove in did he see her unconsciously floating downward through the water. Spiderman swam down to her and held her close to him as he swam to the surface as fast as he could.

Citizens had crowded around the spot where he dove in and even more came when they saw him break surface. He crawled up the concrete bank carefully as to not drop her back in and laid her on the ground right under an oak tree. She wasn't breathing.

Spiderman put his hands to her heart and pumped it. He blew air into her lungs. He pumped her heart. He breathed for her. Now there was a full audience had gathered around them. Some cheered, some booed, some just stared, but none of that mattered. Nothing mattered any more but Hillary. Pump. Blow. Pump. Blow. It wasn't working.

Spiderman was now panicked under his mask. What if she didn't recover? No, he couldn't think that way. She'd recover. Pump. Blow. Pump. Blow. Pump. Blow. Nothing was happening. He didn't have to look around to know that the hospital was about ten miles from where he stood. If she was still alive, she'd be dead before he got there.

Unless... Otto might be able to help.

Spiderman stood and cradled his little girl in his arms feeling her limp figure drape over him. He crouched and leapt into the air. Spiderman shot out a strand of web which stuck to the wall and he began his swinging. He couldn't feel her breathing, he couldn't feel her heart, and he was nearly crying as he swung toward the house as he attempted to comfort her.

"It'll be OK Hill. Don't worry. Daddy's got you. Daddy's got you..."


	20. Sacrifice

_**Chapter nineteen -The Sacrifice**_

Anna walked down the street, wearing that same black dress as on her date with John Calhoun, silently staring ahead with a set jaw. She had made up her mind that it was foolish to stay away from the funeral merely because she was upset. Everyone was upset. That's what a funeral was for - to help ease each other's pain in the matter. Her excluding herself from the world until she healed would only make the process slower.

**This male was dear to you? **The top left tentacle asked curling around her. The other three were busy keeping the crowd out of bumping range of their host and causing quite an uproar.

_"Yes. Very dear,"_ Anna answered refusing to let the tear that threatened come.

**It is simply awful! We cannot possibly coincide with your pain and anger Anna, are you sure that home will not comfort you?** The bottom left asked.

_"Yeah. I'm sure." _Anna made it to the apartment complex and knocked on the door. She folded her hands in front waiting for Peter or Mary Jane or even Hillary to answer and ask what made her change her mind. Unexpectedly, no one came to the door. She knocked again. Maybe they were all in the other room. The bottom right tentacle jumped at the chance to help and lightly tapped the door. Then became harder. Then harder.

_"I think you've made your point,"_ Anna told it as it bowed out and behind her. _"They might've left already. The funeral _does_ start in five minutes."_ Even so, Anna stood on the bottom tentacles to peer inside the window. There crouched Spiderman on the floor behind the sofa with Mary Jane, Rosie, and Otto close around. There was a lump lying lifelessly in the middle of the crowd and Spiderman was doing something to it. It kinda looked like CPR, but she couldn't be sure. The lump was a person dressed in red and blue spandex, much like Spiderman in fact.

Anna gasped. It couldn't be, it wasn't... Spiderman lifted the body's head up to his half-uncovered face and breathed into its mouth. It _was _Hillary! Anna burst through the door and was horrified to find that her friend was sopping wet and bashed up - who knew if there were fatal wounds or not - and unconscious. Anna rushed over to the myriad.

"Oh my gosh! What happened?" She asked in one breath as she got down to her knees.

Peter hadn't looked up and was still engrossed in his work even as he answered. "I found her in the Hudson river right after an explosion."

"Is she alright? Does she look like–"

"I don't even want to think about the possibilities, Anna. Please," Spiderman cut her off as he went down for mouth-to-mouth again.

"What can I do?" Anna asked.

"Nothing."

"Please let me do something! Anything! What do you need?" Anna begged.

"Nothing. I've been giving CPR for about three minutes now with no results. There's really not much more we can do," Peter said reluctantly.

"Do you think an electric shock will revive her?" Anna asked sheepishly fidgeting with the fingers of the top right tentacle.

"Maybe. But we don't have anything like that," Peter said while trying to pump Hillary's heart again - his own heart pumping faster as the end was coming nearer for his daughter.

"I–I bet I could sever one of the wires of my actuators. And that would be enough of a shock, wouldn't it?" She asked even more quietly but quickly.

Otto was taken aback. "Anna do you know what happens if–"

"I know!" She exploded not attempting to hide her fear for what she was about to do from anyone. Anna sighed and spoke again. "The only wire with enough power to create a significant surge is the one right-" She ordered the top right tentacle to cut a slit in her dress right at her midriff and she pulled the two ends apart to reveal the strips of metal 'round her middle. Anna pointed right in the center where a large vein-like strand ran along the surface of the brace. "Here." Disappointment clouded her voice.

"But Anna," Otto protested, "That is your main strength line. Without it, your body and actuators disown each other and may never accept one another again. If that happens, you'll always be weaker than normal, and pain will most assuredly be due. Our actuators are built entirely different."

_"I know Dad," _Anna didn't say. Leave it to Otto to state the truth, the whole truth and nothing but the truth. She responded audibly in no way to his words but ordered the top right appendage to retract its blade and the top left to release its own. It was the one that would understand. Anna then helped the arm close to the bio-electronic vein.

**We do not understand this. Why are you set on doing this torture? **The top right asked.

_"Because it has to be done,"_ Anna replied.

"You'll risk your life for someone who may not even make it." Otto tried one last time.

"Hillary risked her life for me," Anna said with her eyes fixed on Otto. She got down closer to Hillary. "Now when I cut the wire, make sure that I fall on Hillary's heart, OK Dad?" Otto forced a smile and nodded. With her eyes closed and her mind yelling at her why she would do such a stupid thing, the blade slid across the vein and sliced it in two. As predicted, Anna fell from sudden lack of strength with a cry of pain right on top of Hillary.

Hillary's body pulsed a couple times with the electricity being released and coursing through the limbs. Suddenly, Hillary's eyes shot open and she coughed up water. Rosie gasped and placed a hand over her mouth as Otto pulled Anna off of Hillary using the tentacles- Anna now being the lifeless form. The tentacles brought her to him and draped her over his arms. The vein bled some from being part flesh as Otto knew it would from his studies. Otto perused his daughter's face searching for some sign of consciousness. It would be a stretch to say that he was relieved to see her eyes blink slowly. But he _was _relived - though worry coated it so thick one could hardly see it.

Hillary, after Peter and Mary Jane checking to make sure she would thrive again, looked up at Anna in Otto's arms drowsily. "What happened to Anna?" she croaked out still shaky of breath.

Peter looked up at Otto searching for an answer. Otto shook his head slowly as pain tugged at his emotions almost to unbearable levels. He then turned and walked silently into the bedroom not bothering to ask whether it was alright or not nor if Rosie wanted to come. Rosie rushed into the bedroom after them. Peter looked back at his daughter with a teary smile.

"Nothing honey. We'll talk about it when you feel a little better."

"But I want to know now," Hillary persisted knowing that her dad was struggling to hide a sad truth from her. "What happened to her?" She looked into Peter's eyes unwaveringly. Hillary could read his face like a book and he knew it too.

Peter sighed to buy himself some more time. Hillary didn't wait. She struggled up to her feet, and using the furniture around her and the walls, made her way down the hall as fast as she could with her shaky legs. She held herself up by the doorframe and saw Anna lying weakly on the bed with Rosie knelt on one side of her and Otto on the other. Otto sent the top left tentacle to fetch a tissue and bring it back to him. He then pressed it on the bleeding part of Anna's stomach.

Hillary gasped - nearly loud and high enough to be a cry - and launched herself at the bed. "Anna!" She screamed pulling her body onto the bed beside her friend. Anna opened her eyes to look at Hillary and smile.

"I knew it would work," she said quietly.

"Don't speak," Rosie chided as she brushed Anna's hair out of her face. She spoke to Hillary without looking at her. "Hillary, you should be back there with your father. Peter was very worried about you. He acted strong, but your mother and I could tell that he wanted to cry and hug you back to health." Rosie then looked up at her to see if the words had sunk in yet.

They had and Hillary looked down at the bed. She hadn't really considered whether her father had been alright. She was too considered about Anna. But even so, he could take care of himself and Mary Jane could also. She had a duty to keep. "So, what's actually wrong?" She asked softly now that she had swallowed the shock of the moment and leveled her voice.

"To conduct an electrical current to arouse your heart again, Anna punctured the main strength line that bonded her bodily functions with those of her actuators. It was the thing that kept them in sync. Now, the actuators are simply wild animals tied to her." Just as Otto finished saying that, Anna gave a cry and arched her back on the bed and the tentacles hissed and screeched and scratched the walls, floor, and ceiling. The tentacles attached to Otto held Anna's down to the ground though they continued to fight blindly. Otto carefully pressed Anna back down on the bed and her hard breathing slowed as the surge of pain eased slightly.

"Maybe we should take her to the hospital," Rosie said to Otto. Otto shook his head. "Why not? She needs help."

"Why? So they can document her as another beast to hunt down? That's what they'd do. They'd keep her locked up. Especially since–" he stopped himself.

"Since what?" Rosie asked curiously.

"Nothing," he looked away.

"Tell me."

"There's someone else present." Otto said and they both looked at Hillary which made her feel very uncomfortable sitting on the bed where she now knew she wasn't wanted. "I–I'll tell you later."

"_Are_ you going to tell me later? Or is it going to slip your mind?" Rosie tested with an eyebrow raised.

"It won't. Right now we have other things to worry about. But I _will _tell you later," he assured her.

"I'm sure you will," Rosie finished and the room fell silent as she wondered what her husband hadn't been telling her all these years but she tried to keep focused on Anna. _She_ was the issue at the moment that needed to be taken care of. Otto's confessions could wait 'til after.

Otto looked the wound over trying to think over his notes and discoveries back at home where he figured many repair notes to his and Anna's tentacles incase of breaking, infection, and things like that. _"Have you copied the documents into your minds?" _he asked the tentacles.

_**Yes.**_

_**Here they are.**_They obediently brought back to his memory everything he wrote. It was a whole lot easier to have someone else jog his memory.

Otto looked the files over mentally. There had to be _something_ there about Anna's harness. He searched harder now becoming quite worried that he hadn't written anything about the harness. Then finally he found something. Otto became excited and 'opened the file' so to speak only to have his hopes crushed. It had the word 'harness' in it, but it was about _his_ harness. Completely irrelevant to that of his daughter's.

Anna had another surge and this one more intense and leaving her weaker. She was close to unconsciousness and he didn't even want to think what might happen if her mind became dormant while the tentacles remained intact. Rosie stroked her hair some more to comfort her daughter though she was disturbed that this had happened earlier that year. She had to try her hardest to keep her voice steady as she soothed her daughter. Anna had to know that there were stronger people taking care of her; it wouldn't help to know that they were just as scared as her - maybe even more.

_**We cannot gather what is happening. It is a myriad of inconclusive images. **_The bottom right complained to Otto.

_"Anna is hurt and I do not know how to help."_ He was afraid to say so. It was the truth. He _didn't _know how to help. It was a feeling he hated - the same feeling he had when he thought Rosie had died. The electric shock was painful - sure - but he tried to pull away from it because his wife needed him. Now he was seeing his daughter die before his eyes and being unable to do anything, just like fifteen years ago.

_**Our children are dying?**_ The top left realized.

_**They can't die!**_

_**We won't let them!**_

_"So now they understand." _Otto thought.

_**Do not let them perish,**_ The top right commanded.

_"I'm doing my best to do that for _Anna_. I don't rightly care about her actuators."_ Otto stated bluntly as he felt down the vein carefully to where it was cut off. Anna flinched when he moved closer to it, and he pulled his hand away from it and looked at her. She now laid almost unconsciously again - her chest moving up and down in stressed breath.

"If I could get this to close up, then maybe it'd go back to normal..." Otto mused looking it over.

"Hillary," Anna breathed out. Hillary looked nervously at her. "You know–what needs to be done."

"I–I do?" she asked looking around. Hillary knew what Anna was talking about, but she couldn't possibly. Not after how much effort Peter put into keeping it a secret.

"Yeah. Please Hillary. What are secrets now? I need you. Your web is the cleanest and strongest bandage here. A lot of pressure is put on that vein. Nothing else half as sanitary will hold," Anna explained.

Rosie looked at her almost in surprise, but not much. Just a smile. "You knew?" Hillary asked.

"Well, nobody told me, but I figured it out after I saw Spiderman come in, everyone referred to him as Peter, and you were dressed in his apparel. What else would you be doing out above the rooftops in spandex?" Rosie explained.

"Oh," Hillary realized. "Well, that makes it a lot easier." She shot small, glassy strands of web over the break as Otto held them together carefully. Anna didn't like it one bit, nor her tentacles - as they displayed by wreaking havoc on the floor - but soon it was all done and over with. Otto let go and Hillary sat back. The smile faded from her face.

"Did it work?" She asked Otto.

"She needs some rest," Rosie said petting the side of Anna's head once more before getting up. "We'll be right out here," she said to Anna. Anna made no movement but the slowing breathing reassured her that she was doing better. She walked over by Otto's side and looped her arm through his.

"We should wait out here 'til she recovers and we have some time to talk about some stuff." She hinted as she and Otto walked out the door. Otto made a worried expression wondering how he would tell her and why he said he'd tell her in the first place.

When they were gone, Hillary moved to the side of Anna to talk to her. "You really risked your life to save mine?"

"Ha," was all she said with a teasing smile.

"'Ha'? What's 'ha' mean?" Hillary asked.

"'Ha,' as in 'ha. I got to save your behind instead of you saving mine for the millionth time. So now we're even. Ha." Hillary laughed at this and took Anna's hand.

"You still shouldn't have done it," She chided. Anna rolled her eyes.

"Yeah-huh, and I do it again," she declared a little louder. "I _had _to save you from drowning. By the way, why _were_ you drowning?"

"Suicide bomber. I think he's OK." Anna laughed. "What?" Hillary asked.

"Taking up your dad's colors. Really cool. I guess, I kinda took up my dad's colors too for a while there."

"Ah don't feel bad about it." Anna said nothing to this. "Well, your mom wants you to rest up so I'd better go."

"No. Don't." Anna said. "I can rest with you in here. Besides, it's more soothing."

Hillary didn't feel entitled to argue with the one who had just saved her life, so she laid down at the end of the bed and closed her eyes to go to sleep.


	21. Friends

A/N: You will notice that says I have uploaded a new chapter to this story, only to come here and find Chapter 21, the same as Chapter 20 used to be, and Chapter 20. Let me explain. I am revamping _Precious Daughters. _I saw Spiderman 2 again for the first time in years, and I remembered how much I love the story. So I dusted off my Spiderman stories for old time's sake, just to read through them, and I was appalled, especially since I realized people were still reading them. So, I've set to work fixing them: changing as little as possible, but as much as necessary. There will be extra scenes in places that need it (especially the beginning). I inserted one such scene in place of chapter 2 and developed the old chapter 2 so much that I had to stick it into chapter 3's place. The story will be the same. Don't worry: I'm not tearing it apart.

So far, I have redone chapters 1, 2, 3, and 11. If you read this before, go back and reread these chapters. And send me a review telling me how it compares (I think and hope it's better).

P.S. My other Spiderman stories are under construction as well. _You've Been Rejected_ has new Chapters 1 and 2.

* * *

_**Chapter twenty -When the River Calms**_

Rosie stared with her mouth agape at her husband who sat slouched in his seat across from her. Peter and Mary Jane had left the room and gone into Hillary's bedroom after sensing that something was stirring between the Octavious's. Rosie was quiet - _very_ quiet. Too quiet for Otto to tell what she was thinking. Was she angry with him? Was she proud that he told her? Was she disappointed with him for not telling her earlier? Was she sad? Did she care? Rosie's face gave no clue other than she didn't expect what she had heard.

"Please say something," Otto muttered into his lap. Rosie paused as she sat up straight and closed her mouth. She eyed her husband carefully. The tentacles closed their jaws and sunk into the couch tightly outlining their host. Even _they _knew that punishment was coming. Rosie then grabbed his hand startling him.

"Why didn't you tell me earlier?" She asked with something - almost anger - in her voice. He tried to speak but she cut him off. "Did you think I couldn't take the truth?"

"No, I just didn't want you to have to live life knowing your husband is...a monster," he explained talking his hand out from under hers. Otto turned his face away to avoid looking into those eyes. "I yearned for a normal life again. Every day I wished I could have another chance to start over. And when I had the opportunity to, I was frightened to loose it again and was careful not to compromise anything - so that we can have a perfect life with our daughter. Evidently I failed. I guess some things were never meant to be." With that, he got up from his place on the couch and made for the door.

Rosie pushed herself up also and started towards him. "Otto wait." Despite his desire to leave, he obeyed and turned towards her again as she walked up to him. "I don't want you to leave, I was just upset that you didn't trust me with the news of everything you did and everything that happened." She put her arm around his waist. "No more secrets - no more dirty laundry that I don't know about, alright?." she asked with a smile up at him.

Otto smiled back. "Alright." he agreed.

"Though, I don't want any more dirty laundry either," Rosie added.

"Don't worry. There won't be."

"Good. I'll hold you to that." Rosie embraced Otto and kissed him on the cheek sweetly. She pulled back looking into Otto's eyes trying to decide whether he wanted that or not. As if answering, Otto yanked his wife closer for a kiss on the mouth.

XXX

The sun was setting outside the window. The street lights began coming on street by street though they really weren't needed since the light of all the signs and cars kept the city illuminated beyond the tallest building. Despite this lack of darkness, the cool air and knowledge of night time had a certain feel of contentment. A feel of certainty that no matter what had happened during the day, it would all wash away in the coming morning light.

A knock came on the bedroom door. Without waiting, Mary Jane opened it up slowly.

"Knock, knock," she called softly to the two sleeping girls.

Anna stirred a little and the tentacles gave a reluctant squeak before going silent again. Mary Jane moved to the side of the bed and shook Anna's shoulder ever so slightly being careful not to disturb what was healing. Anna opened her eyes a little and rubbed them to get a clearer view of the intruder. When she could finally see Mary Jane's face, she smiled. Mary Jane showed her the tray with soup and a sandwich. Getting the message, Anna sat up and the meal was passed to her.

"I see Hillary was tired as well," Mary Jane commented pulling off her daughter's spandex half mask and stroking her hair.

Hillary didn't stir but remained motionless and silent. Anna couldn't blame her. She had stopped a bombing, saved the bomber, nearly drowned, and saved Anna from a long and painful life. And after all that, she remained strong to keep Anna cheerful. The best thing she could do for her now was let her sleep. Anna smiled at her friend thankfully as she took a spoon of soup.

In the beginning of the fall, she didn't want to go outside into the unforgiving world, much less exist. Everyone was cruel now - she told herself - no one would treat her like they did back then. And that was right. She would be looked at differently her entire life now - there was no turning back time. But even so, she had defied the thought she had secretly implanted in her mind that she would never find acceptance, love or friendship. And though she hadn't found acceptance or love, she had found friendship when the one person she didn't expect to come, came. Hillary. She treated her like there weren't four other persons in her head; she treated her how loved ones treat one another when hard times come - and indeed they came. But through it all, she realized how precious a friend truly was.

_Finis_


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